~cne CARLOW 26 MAY 2010 — CumanrnL 4126278 — mara CCONNEMARA PONY BREEDERS SOCIETY RECEIVED PROPOSED MEMORANDUM OF ASSOCIATION er eo oer posers marge eee ~ 8 JUN 2010 4 414 To bance he education and promote agriculture in Irland by encouraging he bectng of Connemara ponies and thr ‘maintenance ero stnctve bred and 0 develop ther performance all. COMPANIES P=SISTRATION OFF Apne ei srnaan ‘The following objects set out hereunder exclusively subsidiary and ancillary tothe main obec se out above and these objets to be used only forthe atainment ofthat main object and any income generated therefrom ts tobe appled forthe main object only (@) Toinspect ponies offered for registration, in compliance with he Societys “Rules for Registration”, and o publish a stud book containing articalrs of eligible ponies that are passed as suitable 2. Therepistered office ofthe Society wil be situated in Clifden Connemara 3 The main object for which the Socety is established is:- (8) To purchase flies, colts and stallions ofthe Connemara pony breed in furtherance of pony breeding interest only. (6) For she purposes of research and education ony to provide registered Connemara pony stains and locate them at suitable centres for ‘breeding on such terme asthe Council may decide. (9 To comply with EU and National equine legislation, as and when advised by the Minster (rhs suecessors to so comply and implement such legislation. 5, Powers ( Topurchas, or otherwise acquire, any real or personal property that may be legally eld and that the society may consider necessary oF ‘convenient forthe purpose ofits undertakings () To eal with the monies ofthe Society; to sl or otherwise dispose ofthe property ofthe Society; to accept rans; subsidies, () To sek the co-operation of the Department of Agriculture, Food and Forestry and other favourably disposed bodies, with view to promoting the aims ofthe Sociey (@) Toborrow or aise money for the purpose ofthe Society on such tems and on such security as may be deemed proper and desirable (©) Totake such ation as may deemed proper and desirable for furthering the main cbc. Provided thatthe Society shall ot support with its funds any objec, or endeavour to impose on or procure to be observed by its members or caters, any regulation, retricton or condition which, ian abject of the Society, would make ita Trade Union. Provided aso that in cae the Sociey shall ake or hold any property subject tothe jurisdiction ofthe Coramissioner of Charitable Donations and Bequests for Ireland, the Society shall no sell, morgage, charge or lease the same without such authority, approval or consent as may be required by law, and as regards any sch propery, the Society shal be chargeable for such propery, as may come into ther hands, and shall be answerable and accountable for heir own ac, receipts, neglects and defaulsand forthe due adminisraion of such property, inthe same manner and to the same extent a5 Such Society would have been if no Incorporation had been effected, the Incorporation ofthe Society shall not diminish or impair any contol orauthority exercisable by the High Court of Justice othe Commissioners of Charitable Donations and Bequests for Ireland over such Society, but Shull ws egards ay such property, be subject jointly and separately to such control or authority a if the Society were not incorporate. Incase ‘the Society shall take or hold ay property that may be subject to any trusts, the Society shall only deal with the same in such manner a allowed ‘by law, having regard to such wuss. 6 Income and Propery:- ‘The lacome and property of the company shall be applied solely toward the promotion ofits main object a set forth in this Memorandum of ‘Associaton. No pordon of the company's income and property shal be paldor transfered direty or indirectly by way of dividend, bonus oF ‘therwize howsoever by way ef profit to members ofthe company. No Director shal be appointed to any office ofthe Company paid by salary tr foes, or receive any remuneration or other Benefit in money or money's wort from the company. However, nothing shall prevent any ‘payment In good flth by the company of (a) reasonable and proper remuneration t any member, oficeror servant ofthe company (not being a Diector) for any services rendered tothe company; () interest at arate not exceeding $% per annum on money len by Directors or other members ofthe company othe company; (0) reasonable and proper ren for premises demised and lt by any member ofthe company (including any Director) tthe company; (@ fees, remuneration or other benefit in money or money's worth to any Company of which a Director may be a member holding not ‘more than one hundredth par ofthe issued capa of such Company. (©) Reasonable and proper out of pocket expenses incurred by any Director in connection with their attendance to any matter affecting ‘he Company; 7, Additons aeration or amendments- [No ation, alteration or amendment shall be made oor inthe provisions ofthis Memorandum and Articles of Association forthe time being {nore unless the same shal have Been previously approved in writing by the Revenue Commissioners 8, The fourth an fit paragraphs ofthis Memorandum contin conditions on which aicence is granted by the Minister for Enterprise, Trade and Employment to the Society in pursuance of Section 20 ofthe Companies (Consolidation) Ac, 1908 as amended by section 24 ofthe Companies ‘Act 1963. 9, The Lisbility ofthe members is Limited 10, Every member ofthe Society undertakes to contribute othe asses ofthe Society inthe event of its being wound up while else is a member ‘or within a year alerwars, for payment ofthe debts and libilites of the Society contacted during hisfher membership period, and ofthe costs, charges and expenses of winding Up, and forthe adjustment ofthe rights of the consibutories among themselves such amount as maybe required, ‘ot exceeding £1 oF it equivalent in legal tender. Winding-up 1K upon the winding up or dissolution of the Society there remains afer the satisfaction ofa its debts an ibilites, any propenty whatsoever, the ‘sume shall not be paid too distributed among ths members ofthe Society, but shal be given or transfered to some oer reseed Institution or Instntions having objects similar othe objects ofthe Society, and which shall prohibit he distribution ofits income or profits and property among is or their members oan extent at east as rea sis imposed on the Socien under or by virtue of Clause 6 here, such instition or institutions tobe determined by the members ofthe Society a or before the time of dissolution, and if and so far as effect cannot be given to such provisions, then to some charitable object. 12, Keeping of Accounts:- Annual audited accounts shall be kept and made aallable othe Revenue Commissioners on request 13 We the several persons whose names and addresses are subscribed ae desirous of beng formed into a company, in pursuance ofthe ‘memorandum of sssocition, ‘The Lord Killanin, Spiddal, Co.Galway Rev. Fr Liam 0” Moran SP. Rosmic Co.Galway Sean O'Cahain, Caisean Nua, Geil, J.MeDermott Kelly MRCS, Athenry mest B, Moran Ciften, Co. Galway Sean O. Clin, cigire Meorseachta, Gail John Mannion, MC.C, Clifden, Co. Galway Dated this 18* Day of Meitheamh 1959: ‘Witness tothe shove signatures:- {iam 0'GabhainARTICLES OF ASSOCIATION |. Deftatons ln these atte uness there be something inthe subject or content inconsistent therewith, “The Society" means the above named company, “The Counc” means the members fr the time being ofthe Council herby constituted, “ln writing” means writen, or rite, or parly writen and pany printed, “Rules”, “Regulations” and “Bye-Laws” ofthe Society shal be thse as approved bythe Council fom time to time, “Word importing persons shal include coporations. 2 Office The Registered Office and the fie ofthe Society shal be located in Clifden Connemara Co. Calway. 3.Non discrimination "Nothing inthe Rules and Regulations or Memorandum and Articles of Associaton ofthe Society shall be used to discriminate against any breeder, ‘owner or member of the Society. 4 Number of Members ‘The Soci, for the purpose of registration, is declared to consist of not more than five thousand members 5, The Council hereinafter mentioned may, whenever the business ofthe Society requires i register an increase of members 6 Definition of Members (6a) The Subsribers othe Memorandum of Assocation of the Society and such persons as shall be admitted to membership in accordance with these article, and none other, shall be members of the Society and shall be entered in the Register of Members accordingly. (©) Any person wh prior to the 31* December 2000 made an application fr membership ofthe society, whose annual membership fe hd been sccepted by the Society and whose annual subscription has been paid fr the year2001 subject to article (0). 17. There shall be three classes of members, namely a) Ordinary Members, b) Overseas Members and ¢) Honorary Members (3) Ordinary members are member ofthe Society who have been admitted in accordance with acl 8 below and who nonnally reside within Neland (©) Overseas members are members ofthe Society who have been admited in acordance with atcle 8 below and who normally reside outside Treand. An overseas members not ented to vou at meetings ofthe Society but may only atend as an observer (©) Honorary members are benefactors ofthe Society. Persons who are atively intrested inthe Connemara Pony bred and persons who have co- ‘Operated inthe work and sims ofthe Society. These Honorary members wil be elected atthe Annual General Meeting of the Society and will ‘remain Honorary members for life. An Honorary member isnot ented wo vote at metings ofthe Society. 8, lection of Members ‘A person to become an Ordinary or Overseas member ofthe Society must submit signed application form, together with signed agreement to ‘abide by the rules of the Society and pay the appropriate annual membership fe tothe secretary, such epplication tobe approved at the next Council meting. 8 (@) The amount ofthe annual subscription payable by members shal be determined from time to time by the Council and shal be payable on ‘lection to membership forthe year in which the election takes place; thereafter it shal be payable before the I* of February in each year_ A ‘member who has not paid ther subscription forthe current membership yer and previous membership year shal eas to be a member ofthe Society (©) For he year 2001, existing members and thase subject to atile6(), an exemption from atte 9 section 9) shall pply provided they pay their annul subscription before the appointed commencement ime ofthe Annual General Meeting, This only applies for the year 2001 10, Provleges of members “The Nature and extent ofthe privileges tached to membership ofthe society shall be determined by the coun 11, The privileges of membership shall not be transferable and shall ecaseon the death of the member, o on hither resignation, or on hsfher failure to pay hisher annual subserption due for any year before the Annual General Meeting in that year, or inthe ase ofan Honorary member fon the date ofthe Annual General Meeting forthe year followin hisher resignation 12() Every Member ofthe Society shall be bound to further tothe best of is bility, the objects and interests ofthe Society and to cbserve the bye-aws and regulations made by the Society 120) A member shall at al times atin the best interests ofthe Society at public meetings or inthe print, sound and visual mediaDisciplinary Procedures 13 (a) Any member who fis o observe any ofthe Regulations or bye-taws of the Society, or who shall be gil of any ect or conduct which inthe opinion ofthe Councils detrimental to the interests of the Society may be ‘exclude from the society by resolution ofa majority of 75% af the members of the Coun presen and voting at « Couneil Meeting specially ‘Summoned forthe purpose at which nt less than half the mombers shall be present. Such member having been given seven clear days of notice Sento Rinvher of the Counel meeting and helshe or hier representative may attend par ofthe meeting a which relevant item on the agenda is ‘iscussed and piven an explanation Bu shall not be present for oer matters onthe agenda or at the voting, or take prt inthe proceedings ‘otherwise than asthe Cou allows. 13 () A member so exchaded shall hve right to appeal the decision of the Council atthe next General meeting ofthe Society, at which, a vote by secret ballot ofall members present shall decie bya simple majority to uphold or rescind the Council decision. If the decision to exclude the member is upheld, onsppea, tothe General mecting, a member so exched sal forfeit all claim to his/her annual subsrition and shall cease to bea member of the Society. ‘The Council 16 (@) The business ofthe Society shal be conducted by & Council consisting ofthe President of the Society she Viee-Pesidems), and other Council tmembers The Council will have the power to appoin the President, ot more than hwo Vice-Presidens, ane Honarary Secretary and one Honorary Treasurer. The honorary Treasurer and any other ocr will be ike Societys sole nominees ont forthe disbursement of Society funds and signing of bank cheques. The Offre mentioned abow shall be elected each year from the members of the Council athe is meeting ‘fer the Anal General Meeting ofthe Society and shal hold ofce uni the frst Counc meeting ter the Annual General Meeting af the Sellowing year. (@) The numberof members ofthe Council including the Officers, shall nt exceed twenty four. Membership ofthe Coun! shall represent all of Ireland and not less than thirteen members shall reside tthe Society's district. 15: TheotTce of Member ofthe council shall be iso facto vacated (@ it helsbe shal deo shal cease tobe amb ofthe Soceyo if having tendered bis esinaion n wrt, its acoeped by Counc (0) hele shal be ajuticate a bankrupt or become of unsound mind (© hele sal be convicted of criminal offence {It helse shall be absent from thre consecutive metings ofthe council without leave of absence given by resolution ofthe council ‘On condition that the membership of any member of the council wil nat be erminaed by reason of his having old ponies tothe Society but helshe wil not have peomission to vote concerning such a sale, and ifhelshe votes n such cse, hier vote will mot be counted Rotation of Council 16. ‘The Presiden ofthe Council on relinguishing fice shall emain a member ofthe Council for a further 3 years when hese wil be ligible fr re- lection tothe Council Other officers ofthe Council on relinquishing office shall remain members of the Council fara further year when they ‘willbe eligible for re-cletion othe Council Four members of the Couns! shall ee in rutin atthe last meeting ofthe Council before the “Annual General Meeting in each sucoeding year and they will be eligible for re-election othe Council, The Offices shall be clectd cach year and ifthe Oicer is re-elected wo office fr tres consecutive years he/she wil step down fr one year afer which hele wil be eligible fr re= ‘lection as an office oder. Upon relinquishing office the oficer shall not be eligible for election to any other office until the ist Council ‘meeting after the Annual General Meeting in the following year. heshe will step down for one year afer which helshe wil be eligible for e- cleoton as an oie holder. 17 Election of council, 17a) Any member ofthe Society so long as their membership is flly paid up fora least twelve months fo the date of the Annual General ‘Mesting and having been nominsted bya east four merabers ofthe Society may submit their name for election tothe Couneil onthe appropriate ‘nomination form provided by the Societys seretary. () The Council shal be clected and appointed ffom the pane! of candidates nominated in accordance with 17(a) and submited to the Annual ‘General Meeting, All vacances ofthe Council shal be elected ffom the persons nominated to the pancl of candidates by the members of the Society voting by secre ballot atthe Annual General Meeting (© When a vacaney occurs onthe council during the course ofthe yar the vacancy shouldbe filed by the Candidate with he next highest vote obtained atthe Annual General Meeting that voted for the curent Council (@ For the year 2001 Annual General Mesting the requirements at atcle 17(0 that a member be fully paid up for at eas 12 months prior tothe ‘Annual General Meting shall not apply provided each member complies with article 9b18 Powers ofthe council “The management of the affirs ofthe society shall be solely vested inthe Coun, who in addition tothe powers and authorities by these presents corotherwse expressly conferred upon them may exerie all uch powers and do Such acts and things as may be exercised or done by the society. 19, The Counil may from time to time make, var and repeal Bye-Laws forthe regulation of the af of the Society andthe conduct of its officers, servants and members and such Bye-Laws may prescribe the privileges tobe enjoyed by any class of members. Provide that no Bye-aw ‘or regulation shall be made under this power which would amount to such an addition to or alieration ofthese articles as could legally only be ‘made by Special Resolution passed and confirmed in accordance wit Section 141 ofthe Companies ct 1963. Copies of uly passed Rules, ‘Regulations and By-laws shall be avalable from te office on payment ofthe appropriate ee asset bythe Council. 20, The Council may from time to time delegate any oftheir powers to Commitees consisting of such member or member of the Society as they ‘think ft. Any Commitee so formed shal, inthe exercise of the powers so delegated, conform to any regulation that may from time to time be imposed on itby the Council. The Council shall however, have power in it's absolute discretion to amend or resend anys, hing o elution, done, passe, oF adopted by any such Commitee. 21. Amy casual vacancy ina Commitee may be filed by the Council or bythe Commitee in accordance with Clause 20, 2, very Commie appointed may be eine bythe Council in its absolute diseeion 23 Meetings ofthe Count Mostings ofthe Council hal be eld at such mes and places as the members ofthe Counc think i ™ ‘A.Councl meeting shall be cae by the Secretary at anytime atthe request ofthe President, o of sir member ofthe Council and not less than 7 ‘day notice of meeting shall be given to the members ofthe Council unless the Council shall by a Bye-Law otherwise direct. For purposes of his ‘louse it wll be deemed adequate notice i ent by ordinary post nt less than nie days prior 1 the meeting 25. A Council meeting may be adjoumed for such time snd 0 such place asthe members present may determine. Save where otherwise provided in thes aisles questions arising at any meeting shall be decided by majority of votes, and the presiding Chairman shall ave a second o casting ‘vote in the case of an quality of votes. 26, The quorum necessary for the transaction of business shall be ixed by the Council and unless so fined shal be six. 27, Subject as aforesaid the meeting ofthe counsl and of every Committe and the procedure, shall be regulated asthe members ofthe Council shall think it 28 Employees “The Council shal have power from time o time to appoint ot remove an employee too fom the Society and o determine the period of hisher appointment and to fx hier remuneration, A member of the Society shall be eligible fr appointment as an employee ofthe Society. 29, Meetings of the Society ‘The Annual General meeting ofthe Society to be held in compliance with the provisions ofthe Companies Act 1963 andthe actual date and the place of meeting shall be determined bythe Council, The above-mentioned general meeting shall be called ordinary meeting and the busines to be ‘ransacted shall bef eecive and consider the Accounts and Balance Sheet and the reports of the Counel and the Auditors to elect Auditors and fix their remuneration, to clect Counl members in accordance with Amticles 17a, (and (c) (4) and to transact any oer business which under ‘these presents ovght tbe trasacied at an Ordinary Mecting al ether General Mectings shall be called extraordinary. ‘Article 17() applies tothe 2001 Annual General Mecing only. 30, A member wishing to bring before the Ordinary meting any motion not eating to the business mentioned in Aticl 29 shall give notice of “sch motion to the Coane not less than Seven days before the meeting and no such mation shall come before the meeting unless Such notice has ‘een ven, ‘31, Twenty one day's notice at east, specifying the place the day and the hour of meeting, and in case of special busines the general nature ofthe isiness, shall be given to members in manner hereinafter meationed, It shall be deemed adequate to send notice by ordinary post not ess than twenty tree days prior othe meting, but the accidental omission to give such ntie to, orth nonreceip of uch notice by, any member shall not invalidate the prosedings a any general meting 32 A copy of every special or extraoedinary resolution proposed at a general meeting ofthe Society shall be sent to the Miniter for Emerprise, Trade and Employment in sufficient time to reach the Minister seven clear days before the meeting 33, The President ofthe Society shal preside as Chairman a every general meeting ofthe Society, orn haber absence a Vice President sall preside, orifnone ofthese offices i present the members present shall chose one of ther number tobe Chairman of the meeting. The Chairman Shall repute the businss ofthe meeting and hs ruling onal question arising shal be conclusive and fina 34, The quorum fora general meting ofthe Society shal be seventy fve members personally present. The Council may whenever they think fit and shal on a requisition made in writing By ary sevengy foe o more members convene an extaordnary general meeting. If within ne hour fom the time appointed forthe meeting a quorum of members isnot present the meeting shal stand adjoumed to a day hour and place tobe appointed by the Counel 35, Inthe case of equality of votes, ona show of hands a ona pol the Chairman shall have a Second or eating vote.36 () Every Ordinary member shall be ented to vote at every General meeting ofthe Society providing they comply with anicls (a) and 11{a). Each member shal ave one vote and no mare. No member shall be entitled to be present orto vote a any meeting ules all ‘monies due from himber to the Society have been pai (©) _Ifamember bea uate or idiot elshe may vote through hisher curator of through legal Curator 37. The Council shall cause Minsteso be Kept ofthe proceedings of every meeting ofthe Society and ofthe Council and of every Commitee and ‘Shall eause tobe recorded therein: {@) _ Allresoltions and proceedings of general meetings and of meeting ofthe Council and Commits. (8) Allappointments of ofcers (©) Thenames of all members present at ach mecting ofthe Council and of eny Commitee. (@,_Allorders made by the Council and Commitee of the Counc “The minutes of any meetin if purporting tobe signed bythe Charman of such meeting or by the Chairman of the next suceeding meeting $hall be receivable we prima facie evidence ofthe matters therein sated ‘Atany General Meeting unless a poll is demanded by a least three members, a declaration by the Chairman that a resolution ha been carted and entry to that effect in the minutes ofthe proceedings of the Society, shall be conclusive evidene of the fact. {fa poli demanded in manner aforesaid, the same shall be aken in such manner asthe Chairman direc. 38. The Council shall provide a common sel forthe purposes of the Society. The Seal forthe time being ofthe Society shall be kept under such ‘ustody and used for such purposes of the Society asthe Coueil shal from time tote decide. 39. The Seal shal never be used except by the Authority ofa resolution ofthe Council inthe presence of to members ofthe council a est who ‘Shall sign every instrument to which the Self affixed and every such instrument shal be countesigned bythe Secretary or some her person ‘ppointed in tht behalf by the Council. Notices 40._All notices required by these presents or the states to be given to the members shall, unless personally served, be given tothe members having registered addresses in Jeland by sending ltrs trough the ordinary post to such addresses. 41, Every member shall, fom time to time, notify the Secretary ofa place of busines o residence in Ireland to be registred as hismer place of ‘davess and of ll changes therein andthe place fom ime to time so registered shal for he purposes ofthe Statutes and these resents, be deed ister place of residence. 42, Ifany member shall fi to give a place of address in Ireland, hele shall ot be entitled to receive notice of any of the General Meetings or ‘other proceedings of the Society, and no meeting o the proceedings shall be invalidated by reason of his/her not having received such notice stored.