|
|
Constitution of the Bethany Bereavement Support Group
1.
Name
The name of the Organisation is BETHANY BEREAVEMENT SUPPORT GROUP. The name Bethany
was chosen by its founder Fr. John Murphy S.J. because of its association with
the grief of Martha and Mary at the death of their brother Lazarus.
2. Main Object
To provide a voluntary community / parish based service to support bereaved adults
through the grieving process.
3.
Subsidiary Objects
In furtherance exclusively of the foregoing main object, the Organisation shall
have the following subsidiary objects:-
(a) To establish Bethany Bereavement Support Groups
at Community/Parish level;
(b) To provide Training Courses to enable groups to
function effectively. It shall be mandatory for all Community/Parish
group members to undergo the Bethany Training Programme before supporting
the bereaved. To defray the expenses of the training course, an affiliation
charge will be set by the General Executive Council (GEC) and shall
be payable by the community/parish group or by the individual trainees;
(c) To provide other support services as are needed
from time to time;
(d) Community/Parish Groups shall meet regularly at
fixed locations, with due regard for the requirements of insurance
and Garda clearance;
(e) Community/Parish Groups shall appoint a contact
person from among the group, through whom links may be maintained with
the GEC;
(f) Statements shall not be made on behalf of Bethany
Bereavement Support Group without reference to the Chairperson or Secretary
of the GEC;
(g) Each Community/Parish Group shall make an annual
report to the GEC in the format prescribed.
4.
Powers
The Organisation shall 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:
4.1 To solicit and procure 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.
4.2 To establish and support any charitable association
or institution, trust or fund, and to subscribe or guarantee money
for any charitable purpose which the Organisation shall consider calculated
to promote its Main Object.
4.3 To make application on behalf of the Organisation
to any authority, whether governmental, local, philanthropic or otherwise,
for financial funding of any kind.
4.4 To acquire, hold, sell, manage, lease, mortgage,
exchange or dispose of and to develop and deal with all or any part
of the property of the Organisation.
4.5 To borrow and raise money in such manner as may
be considered expedient, and for the purpose of securing any debt or
other obligation of the Organisation to mortgage or charge all or any
part of the property of the Organisation, present or future.
4.6 To invest any moneys of the Organisation not immediately
required for the use in connection with its Main Object and to place
any such moneys on deposit; prior permission to be obtained from the
Revenue Commissioners where the Organisation intends to accumulate
funds over a period in excess of two years for any purposes.
4.7 To open one or more bank accounts and 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.
4.8 Subject to clause 5, to employ such staff, and
on such terms, as are necessary or desirable for the proper promotion
of the Main Object.
4.9 To grant pensions, gratuities, allowances or charitable
aid to any person who may have served the Organisation 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 Organisation 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 Organisation; 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 Organisation and to subscribe or guarantee
money for charitable objects.
4.10 To insure any or all of the Executive Members
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).
4.11 To do all such other lawful things as the Organisation
may think incidental and conducive to the foregoing Main Object.
5.
Income and Property
5.1 The income and property of the Organisation
shall be applied solely towards the promotion of Main Object(s) as
set forth in these Rules. No portion of the Organisation’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 Organisation.
5.2 No Executive Member shall be appointed to any
office of the Organisation paid by salary or fees, or receive any
remuneration or other benefit in money or money’s worth from
the Organisation. However, nothing shall prevent any payment in good
faith by the Organisation of:
(a) reasonable and proper remuneration to any member
or servant of the Organisation (not being an Executive Member) for
any services rendered to the Organisation;
(b) interest at a rate not exceeding 1% above the
Euro Interbank Offered Rate (Euribor) per annum on money lent by Executive
Members or other members of the Organisation to the Organisation;
(c) reasonable and proper rent for premises demised
and let by any member of the Organisation (including any Executive
Member) to the Organisation;
(d) reasonable and proper out-of-pocket expenses incurred
by any Executive Member in connection with their attendance to any
matter affecting the Organisation;
(e) fees, remuneration or other benefit in money or
money’s worth to any company of which an Executive Member 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 Organisation
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).
6. Additions, alterations or
amendments
The Organisation must ensure that the Charities Regulator has a copy of its
most recent Rules. If it is proposed to make an amendment to the Rules of the
Organisation 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.
7. Winding Up
If upon the winding up or dissolution of the Organisation 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 Organisation. 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 Organisation.
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 Organisation under or by
virtue of Clause 5 hereof. Members of the Organisation 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.
8. Members
Membership shall be open to persons selected, trained and accredited in accordance
with procedures and standards set by the General Executive Council (GEC) and
who will adhere to such standards having signed their written consent to become
a member.
9. Rights of Members
Membership of the Organisation is not transferable and shall cease:-
(a) on the member's death or bankruptcy;
(b) if the member resigns by serving notice in writing to
the Executive at the Organisation’s principal place of business.
10. General Meetings
10.1 The Body shall hold a general meeting in every calendar
year as its annual general meeting at such time and place as may be determined
by the Executive and shall specify the meeting as such in the notices calling
it provided that every annual general meeting except the first shall be held
not more than fifteen months after the holding of the last preceding annual
general meeting. The business of the annual general meeting shall include:
(a) consideration of the annual accounts; (b) consideration of the annual report;
(c) the election and re-election of Executive Members. An Annual General Meeting
(AGM), open to all Bethany members.
10.2 All general meetings other than annual general
meetings shall be known as extraordinary general meetings.
10.3 The Executive may convene an extraordinary general
meeting. If, at any time, there are not sufficient Executive Members
capable of acting to form a quorum of Executive Members, any Executive
Member may convene an extraordinary general meeting.
10.4 The quorum for general meetings shall be 50.
10.5 The chairperson of the Executive shall preside
as chairperson at every general meeting of the Body, or if there is
no such chairperson, or if he or she is not present within 15 minutes
after the time appointed for the holding of the meeting or is unwilling
to act, the Executive Members present shall elect one of their number
to be chairperson of the meeting.
10.6 If at any meeting no Executive Member is willing
to act as chairperson or if no Executive Member is present within 15
minutes after the time appointed for holding the meeting, the members
of the Body present shall choose one of their numbers to be chairperson
of the meeting.
10.7 The chairperson 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.
However, no business shall be transacted at any adjourned meeting other
than the business left unfinished at the meeting from 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 an original
meeting but, subject to that, it shall not be necessary to give any
notice of an adjournment or of the business to be transacted at an
adjourned meeting.
10.8 Where there is an equality of votes the chairperson
of the meeting shall be entitled to a second or casting vote.
11. Matters Reserved to the
General Meeting
None of the following matters may be brought into effect unless the same shall
have been approved at a general meeting of the Organisation:-
a) to make any alteration, addition or amendment to
these Rules;
b) to wind up the organisation;
c) to remove a Executive Member;
d) to employ any person on remuneration exceeding €80.000
(gross) per annum;
e) to incur capital expenditure, whether on one or
more projects, in excess of €20,000 in any calendar year;
f) to incur borrowings in excess of €10,000;
g) to appoint a new trustee of the organisation pursuant
to Rule 18;
h) to change the name of the body.
12.
Notice of General Meetings
12.1 A meeting of the Organisation, other than an
adjourned meeting, shall be called:
(a) in the case of the annual general meeting, by not less than 14 days’ notice;
(b) in the case of an extraordinary general meeting,
by not less than 7 days notice.
An extraordinary general meeting, shall be convened by the GEC if a request
for such a meeting is made in writing either by a majority of the members of
the GEC, or by not less than one -third of the registered Community /Parish
Groups. Twenty - one days notice of such a meeting stating its purpose shall
be given to all registered Community/Parish Groups. No matter, other than that
notified shall be dealt with at such an EGM.
12.2 Where notice of a meeting is given by posting it by
ordinary prepaid post to the registered address of a member, the notice shall
be deemed to have been given on the expiration of 24 hours following posting.
12.3 In determining whether the correct period of notice
has been given by a notice of a meeting, neither the day on which the notice
is served nor the day of the meeting for which it is given shall be counted.
12.4 The notice of a meeting shall specify the place, date
and time of the meeting and the general nature of the business to be transacted
at the meeting.
12.5 The accidental omission to give notice of a meeting
to, or the non-receipt of notice of a meeting by, any member shall not invalidate
the proceedings at the meeting.
13. Votes of Members
Where a matter is being decided, every member present in person shall have
one vote, but so that no individual shall have more than one vote.
14. The Executive (Charity Trustees)
14.1 The number of the Executive Members shall not be less
than three (3) and unless and until determined by the organisation in general
meeting, not more than ten (10).
14.2 No remuneration shall be payable to any of the Executive
Members in respect of his/her services as Executive Member or on any committee
of the Executive. The Executive Members may be paid all travelling, hotel
and other expenses properly incurred by them in attending and returning from
meetings of the Executive or any committee of the Executive or general meetings
of the Body or otherwise in connection with the business of the Organisation.
14.3 The business of the Organisation shall be managed by
the Executive, who may exercise all such powers of the Organisation as are
not by these Rules required to be exercised by the Organisation in general
meeting, subject nevertheless to the provisions of these Rules and to such
directions as the Organisation in general meeting may give. No such direction
given by the Organisation in general meeting shall invalidate any prior act
of the Executive which would have been valid if that direction had not been
given.
14.4 All cheques and other negotiable instruments and all
receipts for moneys paid to the Organisation shall be signed, endorsed or
otherwise executed by such person or persons and in such manner as the Executive
shall from time to time by resolution determine.
14.5 The GEC shall keep minutes:-
(a) of the names of the Executive Members present at each
meeting of the Executive and of any committee of the Executive;
(b) of all resolutions and proceedings at all meetings of
the Organisation and, of the Executive Members and of committees of the Executive.
14.6 The
office of Executive Member shall be vacated if an Executive Member ceases
to be qualified for the position of charity trustee under section 55
of the Charities Act, 2009.
14.7 Members of the Executive Committee shall retire from the Board after a
maximum of nine years service
15. Rotation of Executive Members
15.1 At the first Annual General Meeting of the Body,
all the Executive Members shall retire from office and at the Annual
General Meeting in every subsequent year, one third of the Executive
for the time being, or, if their number is not three or a multiple
of three, then the number nearest one-third, shall retire from office.
15.2 The Executive Members to retire in every year
shall be those who have been longest in office since their last election,
but as between persons who became Executive Members on the same day,
those to retire shall (unless they otherwise agree amongst themselves)
be determined by lot.
15.3 A retiring Executive Member shall be eligible
for re-election.
15.4 The organisation, at a meeting at which an Executive
Member retires in manner aforesaid, may fill the vacated office by
electing a person thereto, and in default of the Organisation doing
so, the retiring Executive Member shall, if offering himself for re-election,
be deemed to have been re-elected. Unless (a) at such meeting it is
expressly resolved not to fill such vacated office; or 9b) a resolution
for the re-election of such Executive Meember has been put to the meeting
and lost.
15.5 No person other than an Executive Member retiring
at the meeting shall, unless recommended by the Executive, be eligible
for to the office of Executive Member at any general meeting unless,
not less than three (3) nor more than seven (7) days before the date
appointed for the meeting, there has been left at the organisation's
principal place of business (a) notice in writing, signed by a member
of his/her intention to propose such a person for election and (b)
notice in writing signed by the person concerned of his/her willingness
to be elected.
15.6 The GEC may remove any Executive Member before
the expiry of his/her period of office.
15.7 The Executive may at any time appoint any person
to be an Executive Member, either to fill a casual vacancy or as an
addition to the existing Executive Members, but so that the total number
of Executive Members shall not at any time exceed the number provided
for in these Rules. Any Executive Member so appointed shall hold office
only until the next annual general meeting, and then shall be eligible
for re-election.
15.8 Nominations:-
i. Each Community/Parish Group and each member of
the GEC shall be entitled to nominate persons to stand for election
to the GEC;
ii. The outgoing officers of the GEC shall be eligible for
nomination but may not serve in the same capacity for more than three consecutive
years.
16.
Proceedings of the Executive
16.1 The Executive may meet together for the dispatch
of business, adjourn and otherwise regulate their meetings as they
think fit. Questions arising at any meeting shall be decided by a
majority of votes. In case of equality of votes the chairperson shall
have a second or casting vote. The GEC has authority and responsibility
for:
(a) The general administration and control of the
organisation;
(b) Implementing the objectives of the organisation;
(c) Co-ordinating the activities of the community/parish
groups;
(d) Receiving Annual Reports from community/parish
groups;
(e) Maintaining a register of recognised community/parish
groups, their leaders and members;
16.2 Five
members of the GEC shall form a quorum;
16.3 If their number is reduced below the necessary
quorum, the continuing Executive Member(s) may act for the purpose of
increasing the number of Executive Members to that number or of summoning
a general meeting of the Body, but for no other purpose.
16.4 If at any meeting the chairperson is not present
within 15 minutes after the time appointed for holding it, the Executive
Members present may choose one of their numbers to be chairperson
of the meeting.
16.5 The Executive may delegate any of its powers
to committees consisting of such member or members of the Executive
and such other persons as they think fit, and any committee so formed
shall, in the exercise of the powers so delegated, conform to any regulations
imposed on it by the Executive.
16.6 The Executive may appoint the chairperson of
any committee; if no such chairperson is elected, or if at any meeting
of a committee the chairperson is not present within fifteen minutes
after the time appointed for holding it, the members of the committee
present may choose one of their numbers to be chairperson of the meeting.
16.7 A committee may meet and adjourn as it thinks
fit. Questions arising at any meeting of a committee shall be determined
by a majority of votes of the members of the committee present, and
when there is an equality of votes, the chairperson shall have a second
or casting vote.
17. Notices
A notice may be given by the Organisation to any member either personally or
by sending it by post or email to the member at his or her registered address
or email address (or, if not so registered, then to the address or email address
of the member last known to the Organisation).
18.
Trustees for the purpose of holding property of the Organisation
The property of the Organisation shall be vested in and held by the Trustees
for the time being of the Organisation upon trust for the Organisation as beneficial
owner, to be dealt with at all times as and only as the Executive Committee
may, in accordance with the main objects, direct. The Trustees shall, at the
request of the Executive Committee and at the cost of the Organisation as beneficial
owner, transfer or convey the trust property to such persons, at such times
and in such manner as the Executive Committee shall direct. The Trustees shall
be indemnified out of the assets of the Organisation against present and future
liabilities, actions, proceedings, claims, demands, duties and taxes and all
other costs and expenses whatsoever in respect of the trust property. The Trustees
shall not be required to incur any expenditure in respect of the trust property
unless and until money shall have been provided by the Executive Committee
for that purpose. The number of the Trustees shall be not less than three.
The Organisation in general meeting shall have the power of appointing new
Trustees.
1. Signed______________________________________________
....Date________________________________________________
2. Signed______________________________________________
....Date________________________________________________
3. Signed______________________________________________
....Date________________________________________________
To
view /download the above Constitution as a PDF please click here
|
