ARTICLES OF ASSOCIATION – IABM
COMPANIES ACT, 1963 TO 1990
PRIVATE COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE INTERNATIONAL ASSOCIATION OF BROADCAST METEOROLOGY
Draft 2 27/02/95
M. J. O’CONNOR & CO.,
2 GEORGE STREET,
COMPANIES ACTS, 1963 TO l990
MEMORANDUM OF ASSOCIATION OF THE INTERNATIONAL ASSOCIATION OF BROADCAST METEOROLOGY
1. The name of the Company is The International Association of Broadcast Meteorology (“the Association”).
2. The objects for which the Association is established are:
(a) To enhance the status of broadcast meteorology by the establishment and promotion of appropriate standards in the profession world-wide and the doing of all such other things as are incidental or conducive to the attainment of the above object.
(b) To represent the views of weather presenters world-wide and to communicate those views to other bodies where appropriate.
(c) To ensure that the weather presenters have a voice in the discussions concerning the supply of weather information world-wide.
(d) To establish and maintain a register of members as a resource for those in the Association.
(e) To establish, set up, organise, promote and operate conferences, seminars and courses for the promotion, advancement and improvement and research into meteorology and other related scientific disciplines and for the training of broadcast meteorologists and members of the Association and for the improvement of their broadcasting skills generally.
3. For the purpose of attaining the above objects the Association is empowered to:
(a) Purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges which the Association may think necessary or convenient with reference to any of these objects or capable of being advantageously dealt with in connection with any of the Association’s property or rights for the time being and in particular any land, buildings, easements, furniture, apparatus and equipment.
(b) Establish and support and to aid the establishment and support of any other association, society or institution having objects the same as those of this Association.
(c) Acquire and undertake the whole or any part of the business, goodwill, property and assets of any body or persons carrying on or proposing to carry on any activity or business which this Association is authorised to carry on, or possessed of property suitable for the purposes of this Association, and as part of the consideration for such acquisition to undertake all or any of the liabilities of such body or persons.
(d) Amalgamate with any companies, institutions, societies or associations having objects the same as those of this Association.
(e) Accept gifts or bequests of, and to hold land or other property including money on trust connected with the object of the Association and to fulfil such trusts and to accept subscriptions and donations and apply the same generally for the purpose of the Association.
(f) Enter into any arrangement or contract with any authority, municipal, local or otherwise, or any corporation, association or person, that is within the Association’s objects, or any of them, and to obtain from any such authority, corporation, association or person, any rights, privileges and concessions which the Association may think desirable and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions.
(g) To enter into any arrangement with any Government, local or other authority, body, corporation, association or company that is within the Association’s objects or any of them, to obtain from any such Government, authority, corporation or association any rights, privileges and concessions which the Association may think it desirable to obtain and to carry out and to exercise and comply with the same.
(h) Promote and form any other association or companies for all or any of the objects mentioned in this Memorandum, to take or otherwise acquire and hold shares, stocks, debentures, or other securities in, or of, any such association or companies and to subsidise or otherwise assist any such association or companies.
(i) Borrow or raise or secure the payment of money by mortgage or by the issue of debentures or debenture stock, perpetual or otherwise, or in such manner as the Association shall think fit, and for the purposes aforesaid to charge all or any of the Association’s property or assets, present or future, including its un-called capital, and collateral or further to secure any securities of the Association by a trust deed or other assurance.
(j) Receive money on loan.
(k) Draw, make, accept, endorse, discount, negotiate and execute, cheques, promissory notes, bills of exchange, bills of lading, warrants, debentures, and other negotiable or transferable instruments.
(1) Invest the moneys of the Association not immediately required upon such securities as may from time to time be determined.
(m) Sell, improve, manage, develop, exchange, lease, mortgage, dispose of or otherwise deal with all or any part of the property and rights of the Association.
(n) Provide for the education and welfare of persons using any facilities provided by the Association by granting money, pensions, or other payments, by making payments towards insurance by purchasing annuities, by providing or subscribing towards medical, educational and other attendance and other assistance, and by contributing to any scheme for the providing of pensions or retiring allowances for such persons whether payable by way of annuity or in one payment or otherwise.
(o) Do all or any of the above things either as principals, agents, trustees, or otherwise and either alone or in conjunction with others and by or through agents, trustees or otherwise.
(p) Do all such other things as are incidental to or within the attainment of any of the above objects.
4. Provided that the organisation shall not support with its funds or endeavour to impose on or procure to be observed by its members or others any regulations or restriction which if an object of the Association would make it a trade union.
5. The income and property of the Association, whencesoever derived, shall be applied solely towards the promotion of the main objects of the Association as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit, to the members of the Association. Provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Association, or to any member of the Association, in return for any services actually rendered to the Association, nor prevent the payment of interest at a rate not exceeding five per cent per annum on money lent or reasonable and proper rent for premises demised or let by any member to the Association; but so that no director of the Association shall be appointed to any salaried office of the Association or any office of the Association paid by fees and that no remuneration or other benefit in money or money’s worth shall be given by the Association to any director, except repayment of out of pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the Association: provided that the provision last aforesaid shall not apply to any payment to any Association of which a director may be a member, and in which such member shall not hold more than one hundredth part of the capital, and such member shall not be bound to account for any share of profits (s)he may receive in respect of any such payment. 6. No addition, alteration or amendment shall be made to or in the provisions of the Memorandum or Articles of Association for the time being in force unless the same shall have been previously submitted to and approved by the Minister of Enterprise and Employment provided that in respect of clauses 5 & 8 of the Memorandum of Association such approval shall be given only after consultation with the Minister of Finance.
7. The fifth and sixth paragraph of the Memorandum contain conditions to which a licence granted by the Minister for Enterprise and Employment to the Association in pursuance of Section 24 of the Companies Act, 1963 is subject.
8. If upon the winding up or dissolution of the Association there remains after the satisfaction of all its debts and liabilities any property whatsoever available for distribution, the same shall not be paid to or distributed amongst the members of the Association but shall be given or transferred to some other institution or institutions connected with broadcast meteorology or having objects similar to the objects of the Association 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 is imposed by the Association under or by virtue of clause 5 hereof, such institution or institutions to be determined by the members of the Association at or before the time of dissolution, and if and so far as effect cannot be given to such provision, then to some charitable objects.
9. The liability of the members is limited.
10. Every member of the Association undertakes to contribute to the assets of the Association in the event of it being wound up while he is a member or within one year afterwards for the payment of the debts and liabilities of the Association contracted before he 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 IR£1.00. We, the several persons whose names and addresses are subscribed wish to be formed into an Association in pursuance of this Memorandum of Association.
NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS
DATED THE 27th DAY OF FEBRUARY 1995
WITNESS TO THE ABOVE SIGNATURES:
COMPANIES ACTS, 1963 TO l990
ARTICLES OF ASSOCIATION OF
THE INTERNATIONAL ASSOCIATION OF BROADCAST METEOROLOGY
1. In these Articles: “the Act” means the Companies Act, 1963 to 1990; “the directors” means the directors for the time being of the Association or the directors present at a meeting of the board of directors and includes any person occupying the position of director by whatever name called; “secretary” means any person appointed to perform the duties of the secretary of the Association; “the seal” means the common seal of the Association; “the office” means the registered office for the time being of the Association.
Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, 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 Association.
2. The number of members with which the Association proposes to be registered is 1,000, but the directors may from time to time register an increase of members.
3. The subscribers to the memorandum of association and such other persons as the directors shall admit to membership shall be members of the Association. Membership shall be divided into the categories set out in Article 4. The directors reserve the right to refuse an application for a person to be admitted as a member or to have his membership renewed.
4. (a) Full membership is open to individuals who are primarily involved in broadcast meteorology or who regularly broadcast on either radio or television.
(b) Associate membership is open to individuals who support or are interest in broadcast meteorology but are not engaged in broadcast meteorology as their primary occupation. Associate membership may include individuals involved in publishing.
(c) Corporate membership is open to organisation, companies or corporations involved in providing data and services supporting broadcast meteorology.
5. The directors shall fix the subscription price for each category of membership. Application shall be made for membership by completing an application form which must be endorsed by two members and submitted to the secretary with the appropriate fee. The application shall be considered by a panel of three members appointed by the board for this purpose.
6. Any member who wishes to resign as a member of the Association may do so by sending notice of his resignation in writing to the management committee.
7. (1) If it appears to the management committee or shall be represented to the management committee by a requisition in writing signed by 25% or more of the members of the Association that there is reason to believe that any member has been guilty of conduct detrimental to the affairs of the Association which in the absence of satisfactory explanation would render him unfit to remain a member, the management committee shall send to such member a statement in writing of the conduct imputed to him and shall afford him an opportunity of giving an explanation in writing or in person as he may elect.
(2) If on consideration of such explanation or in the absence of any explanation within one month of written request by registered post from the management committee, the management committee shall be of the opinion that such member ought to be suspended or expelled from the Association, it shall pass a resolution accordingly, provided that at least seven directors must be present at the meeting at which the matter shall be considered and at least five present consent to the passing of the resolution.
8. All general meetings of the Association may be held in any part of the world at the option of the directors.
9. (1) Subject to paragraph (2), the Association 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 Association and that of the next.
(2) So long as the Association 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. Subject to article 8, the annual general meeting shall be held at such time and at such place as the directors shall appoint.
10. All general meetings other than annual general meetings shall be called extraordinary general meetings.
11. The directors may, whenever they think fit, convene an extraordinary general meeting and extraordinary general meetings shall also be convened on such requisition, or, in default, may be convened by such requisitionists being 10% of the members for the time being. If at any time there are not sufficient directors capable of acting to form a quorum, any director or any two members of the Association may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the directors.
NOTICE OF GENERAL MEETINGS
12. (1) Subject to sections 133 and 141 of the Act, an annual general meeting and a meeting called for the passing of a special resolution shall be called by at least 28 days’ notice in writing, and a meeting of the Association (other than an annual general meeting or a meeting for the passing of a special resolution) shall be called by at least 14 days’ notice in writing. 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 manner hereinafter mentioned, to such persons as are, under the Articles of the Association, entitled to receive such notices from the Association.
(2) The secretary shall be required to issue notices to all members at least 56 days before the date on which a general meeting shall be held requesting submission of resolutions to be proposed at the general meeting. Any resolution proposed shall be set out in writing proposed by a full member and seconded by a full member and returned to the secretary at least thirty-five days before the date of the meeting. The secretary shall include the resolutions with the notice to be issued to the members.
20. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands and counting postal votes.
21. Where there is an equality of votes the Chairman of the meeting shall be entitled to a second or casting vote.
22. Subject to section 141 of the Act, a resolution in writing signed by all the members for the time being entitled to attend and vote on such resolution at a general meeting (or being bodies corporate by their duly authorized representatives) shall be as valid and effective for all purposes as if the resolution had been passed at a general meeting of the Association 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.
VOTES OF MEMBERS
23. Every full member shall have one vote. Associate members and corporate members are not permitted to vote but may attend at any general meeting of the Association.
24. No member shall be entitled to vote at any general meeting unless all moneys immediately payable by him to the Association have been paid.
25. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is 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.
26. Votes may be given either personally or by post.
27. A postal vote shall be in writing under the hand of the member.
28. The postal vote shall be deposited at the office or at such other place as is specified for that purpose in the notice convening the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting at which the member proposes to vote and in default the postal vote shall not be treated as valid.
29. A form of postal vote shall be in the following form or a form as near thereto as circumstances permit:
THE INTERNATIONAL ASSOCIATION OF BROADCAST METEOROLOGY
I/We …………………………………………………. of
……………………… being a member/members of the above named Association hereby vote on the following resolutions as follows:
1. ……………………. …………………..For/against
2. ……………………. …………………..For/against
3. ……………………. …………………..For/against
Please return this form to [registered office/other address] by registered post to be received no later than am/pm on
30. A postal vote shall be valid notwithstanding the previous death of the member if no intimation in writing of such death is received by the Association at the office before the commencement of the meeting.
BODIES CORPORATE ACTING BY REPRESENTATIVES AT MEETINGS
31. Any body corporate which is a member of the Association may by resolution of its directors or other governing body authorize such person as it thinks fit to act as its representative at any meeting of the Association, and the person so authorized shall be entitled to exercise the same powers on behalf of the body corporate which he represents as that body corporate could exercise if it were an individual member of the Association.
32. The number of the directors shall be no more than nine and no less than seven and shall consist of the chairman, the honorary treasurer, the honorary secretary, two vice chairmen, the membership secretary, the publications secretary and two other directors. The directors shall be known as the management committee.
33. The directors may be paid all expenses properly incurred by them in attending meetings of the management committee or any subcommittee or general meetings of the Association or in connection with the business of the Association.
34. The management committee may exercise all the powers of the Association 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 Association or of any third party.
POWERS AND DUTIES OF DIRECTORS
35. The business of the Association shall be managed by the management committee, who may pay all expenses incurred in promoting and registering the Association, and may exercise all such powers of the Association as are not by the Act or by these Articles required to be exercised by the Association in general meeting, subject nevertheless to the provisions of the Act and of these Articles and to such directions, being not inconsistent with the aforesaid provisions, as may be given by the Association in general meeting; but no direction given by the Association in general meeting shall invalidate any prior act of the management committee which would have been valid if the direction had not been given.
36. The management committee shall cause minutes to be made in books provided for the purpose:
(a) of all appointments of officers made by the directors;
(b) of the names of the directors present at each meeting of the directors and of any committee of the directors;
(c) of all resolutions and proceedings at all meetings of the Association, and of the directors and of committees of directors.
DISQUALIFICATION OF DIRECTORS
37. The office of director shall be vacated if the director:
(a) is adjudged bankrupt in the state of his residence or makes any arrangement or composition with his creditors generally; or
(b) becomes prohibited from being a director by reason of any order made under the Companies Acts; or
(c) becomes of unsound mind; or
(d) resigns his office by notice in writing to the Association; or
(e) is convicted of an indictable offence unless the directors otherwise determine.
VOTING ON CONTRACTS
38. A director may vote in respect of any contract in which he is interested or any matter arising thereof.
ROTATION OF DIRECTORS
9. At each annual general meeting of the Association, all the directors shall retire from office but shall be eligible for reelection but no director may hold the same office for more than three consecutive years.
40. Any member who is proposed and seconded at a general meeting by the members shall be eligible for election to the office of director.
41. The Association may from time to time by ordinary resolution increase or reduce the number of directors.
42. The management committee shall have power at any time, and from time to time, to appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors, but so that the total number of directors shall not at any time exceed the number fixed in accordance with these Articles. Any director so appointed shall hold office only until the next annual general meeting, and shall then be eligible for reelection.
PROCEEDINGS OF DIRECTORS
43. The management committee may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit but at least once in each year. Questions arising at any meeting shall be decided by a majority of votes. Where there is an equality of votes, the chairman shall have a second casting vote. A director may, and the secretary on the requisition of three directors shall, at any time summon a meeting of the directors.
44. The quorum necessary for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall be four.
45. The continuing directors may act notwithstanding any vacancy in their number but, if and so long as their number is reduced below the number fixed by or pursuant to the Articles of the Association as the necessary quorum of directors, the continuing directors or director may act for the purpose of increasing the number of directors to that number or of summoning a general meeting of the Association but for no other purpose.
46. The chairman shall preside at all meetings but in the event of him not being available one of the vice chairmen shall act or failing them, the directors present may choose one of their number to be chairman of the meeting.
47. The management committee may delegate any of their powers to committees consisting of such member or members of the board as they think fit; any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the directors.
48. A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman is not present within 5 minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.
49. A committee 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.
50. A resolution in writing, signed by all the directors for the time being entitled to receive notice of a meeting of the directors, shall be as valid as if it had been passed at a meeting of the directors duly convened and held.
51. Subject to section 3 of the Companies (Amendment) Act, 1982, the secretary shall be appointed by the directors for such term and at such remuneration and upon such conditions as they may think fit; and any secretary so appointed may be removed by them.
52. A provision of the Act or these Articles requiring or authorizing a thing to be done by or to a director and the secretary shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, the secretary.
53. The seal shall be used only by the authority of the directors or of a committee of directors authorized by the directors in that behalf, and every instrument to which the seal shall be affixed shall be signed by a director and shall be countersigned by the secretary or by a second director or by some other person appointed by the directors for the purpose. The Association may have for use in any territory, district or place not situate in the State, an official seal and may in writing under its common seal authorize any person to affix and countersign such official seal.
54. The directors shall cause proper books of account to be kept relating to:
(a) all sums of money received and expended by the Association and the matters in respect of which the receipt and expenditure takes place;
(b) all sales and purchases of goods by the Association; and
(c) the assets and liabilities of the Association.
55. The books of account shall be kept at the office or, subject to section 147 of the Act, at such other place as the directors think fit, and shall at all reasonable times be open to the inspection of the directors.
56. The directors shall from time to time in accordance with the Companies Acts cause to be prepared and to be laid before the annual general meeting of the Association such profit and loss accounts, balance sheets, group accounts and reports as are required by those sections to be prepared and laid before the annual general meeting of the Association.
57. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the annual general meeting of the Association together with a copy of the directors’ report and auditors’ report shall, not less than 28 days before the date of the annual general meeting, be sent to every member.
58. The Association shall open bank accounts in its name and all cheques, withdrawals and dealings must be signed by the honorary treasurer and one other director. Accounts shall be maintained in the currency of U.S. Dollars.
59. Auditors shall be appointed and their duties regulated in accordance with the Companies Acts.
60. A notice may be given by the Association to any member either personally, by sending it by post to him to his registered address or by transmitting it by facsimile or other electronic mail system.
61. Any director may participate in a meeting of the management committee or any subcommittee by means of conference telephone or other telecommunications equipment by means of which all persons participating in a meeting can hear each other speak and such participation shall constitute presence in person for the purposes of a quorum. We, the several persons whose names and addresses are subscribed wish to be formed into a Association in pursuance of this Articles of Association.