An umbrella group for Irish hillwalkers.
The Walkers Association of Ireland Constitution.
A draft of the constitution was presented at the General Meeting of 20th September 2009. Following discussion and some small agreed amendments, here is the Constitution which is to come into force on 1st Jan 2009 and as amended at the AGM on 13th Mar 2013.
The name of the Association shall be The Walkers Association of Ireland (hereinafter referred to as "The Association")
Subject to the matters set out below, the Association and its property shall be administered and managed in accordance with this constitution by the members of the Management Committee, constituted by clause 5 of this constitution ("the Committee"). The Association is an independent body not subordinate to or a component of any other body.
The Association is established to:
3.1 Give a sense of identity to hill walking / walking / rambling in its own right as a sporting activity in Ireland.
3.2 Provide information and services to walkers on matters relevant to hill walking, walking and rambling
3.3 Coordinate walkers' views on topics of relevant special interest determine
3.4 Provide a forum for specialist interests relevant to walking
3.5 Facilitate access to information that promotes the development of skills, safety and enjoyment in walking.
4.1 Membership of the Association shall be open to the following:
4.1.1 Walkers aged eighteen years or over who subscribe to the objects of the Association and whose applications for membership are accepted by the Committee; such members shall be called Individual Members and shall be entitled to vote at meetings of the Association;
4.1.2 Bona fide Irish hill walking or walking organisations, support groups or clubs who wish to be associated with the Association can be, with the approval of the Committee, admitted as Affiliated Members, and such approval shall not be unreasonably withheld. Affiliated Members shall each be entitled to be represented at meetings of the Association by a duly authorised representative with power to vote on behalf of the Affiliated Member. Affiliated Members are entitled to one vote for every twenty club members; membership numbers being decided by the level of membership at the end of the previous calendar year.
4.1.3 Individuals who do not wish to become full Individual Members can, with the approval of the Committee, become Associate Members. Associate Members are exempt from annual membership fees but do not have voting rights.
4.2 The Committee shall fix the rate of annual subscription appropriate to each category of membership, shall officially record membership and shall have the right for good and sufficient reason to terminate the membership of any member provided that the member concerned shall have the right to be heard by the Association before a decision is made.
5. MANAGEMENT COMMITTEE
5.1 The Committee shall meet not less than four times a year and shall consist of not less than five, and not more than eight members of the Association, elected at an Annual General Meeting.
5.2 Nominations from members of the Association for members of the Committee can be proposed at the Annual General Meeting.
5.3 Should the number of nominations exceed the number of vacancies, election shall be by secret ballot of the members of the Association and voting at an Annual General meeting.
5.4 The Committee elected at an Annual General Meeting shall have the power to co-opt further members, who shall be Individual Members, or representatives of Affiliated Members and who shall serve until the conclusion of the next following Annual General Meeting provided that the total number of committee members shall not exceed eight. Co-opted members shall have the right to vote.
5.5 The Chairperson, Secretary and Treasurer, who shall be the Honorary Officers of the Association, shall be full Individual Members of the Association, and shall be elected annually by and from the members of the Committee at their first meeting following the Annual General Meeting. The Office of Chairperson shall not be held by any one person for more than three consecutive years.
5.6 Any member of the Committee who fails to attend three consecutive Committee meetings without reasonable excuse shall lose her/his place on the Committee which may be filled by co-option in accordance with Clause 5.4 above.
6. FUNCTIONS OF THE COMMITTEE
6.1 The Committee may make such regulations, as they consider appropriate for the efficient conduct of any business of the Committee and the Association.
6.2 The Committee may appoint such sub-committees, advisory groups or working parties of their own members and other persons as they may from time to time decide necessary for the carrying out of their work, and may determine their terms of reference, duration and composition. All such sub-committees shall make regular reports on their work to the Committee. The Committee may make such regulations or guidelines, as they consider appropriate, for sub-committees.
6.3 The proceedings of the Committee shall not be invalidated by any failure to elect or any defect in the election, appointment, co-options or qualification of any member.
7. CHAIRING MEETINGS
All meetings of the Association or of the Committee shall be presided over by its Chairperson failing whom its Vice-Chairperson, if one has been appointed. If neither the Chairperson or Vice - Chairperson are present, those present may elect one of their number to take the chair. The Chairperson of any meeting shall have a second or casting vote.
8.1 All moneys raised by or on behalf of the Association shall be applied to further the objects of Association and for no other purpose PROVIDED THAT nothing herein contained shall prevent the payment of legitimate out of pocket expenses to members of the Association engaged upon the approved business of the Association.
8.2 The Honorary Treasurer shall keep proper accounts of the finances of the Association.
8.3 The financial year of the Association shall run from 1 January to 31 December.
8.4 The accounts shall be audited at least once a year by an independent advisor who shall be approved at the Annual General meeting or, if it fails to do so, by the incoming Committee.
8.5 An audited statement of accounts for the last financial year shall be submitted by the Committee to the Annual General Meeting.
8.6 A bank account shall be opened in the name of the Association with Allied Irish Bank , or with such other bank as the Committee shall from time to time decide. The Committee shall authorise in writing the Honorary Treasurer, the Honorary Secretary and one member of the Committee to sign cheques on behalf of the Association. All cheques must be signed by 2 of the 3 authorised signatories.
9. ANNUAL GENERAL MEETING
9.1 An Annual General Meeting of the Association shall be held at such place and time as the Committee shall determine but within three months after the close of the financial yaer.
9.2 At such Annual General Meeting the business shall include the following:
9.2.1 the election of members to serve on the Committee;
9.2.2 the appointment of an independent financial advisor;
9.2.3 the consideration of an Annual Report of the work done by or under the auspices of the Committee;
9.2.4 the consideration of the audited accounts;
9.2.5 the transaction of other such matters as may from time to time be considered necessary.
9.2.6 the consideration of any validly submitted proposals to amend the constitution of the Association;
10. SPECIAL GENERAL MEETINGS
The Committee may at any time at its discretion call a Special General Meeting of the Association for the purpose of altering the constitution in accordance with Clause 12 hereof or of considering any matter which may be referred to them. The Committee shall also call a Special General Meeting when requested to do so by at least 25% of Individual Members, or by at least two Affiliate Members with combined voting rights of not less than 25% of Affiliate Member votes.
11. RULES OF PROCEDURE AT ALL MEETINGS
11.1 Subject to the provisions of Clauses 12 and 13 hereof all questions arising at any meeting shall be decided by a majority of the votes cast by those present and entitled to vote thereat. In case of an equality of votes the Chairperson shall have a second or casting vote.
11.2 A record of the procedings shall be kept by the Committee and all other sub-committees.
11.3 The quorum at General Meetings of the Association shall be 10% of members or 15 members whichever is the lesser. At meetings of the Committee the quorum shall be three or other number as the Committee may from time to time determine.
11.4 The Committee shall have power to adopt and issue Standing Orders and/or rules for the Association. Such standing orders and/or rules shall come into operation immediately PROVIDED ALWAYS THAT they shall be subject to review by the Association in General Meeting and shall not be inconsistent with this constitution.
12. ALTERATIONS TO THE CONSTITUTION
12.1 Any Alterations to this Constitution shall receive the assent of not less than two-thirds of the votes cast by the members of the Association present and entitled to vote at the Annual General Meeting or a meeting specially called for the purpose PROVIDED THAT notice of any alteration shall have been received by the Honorary Secretary in writing or electronically not less than 42 clear days before the meeting at which the alteration is brought forward.
12.2 At least 31 clear days notice in writing or electronically of the meeting setting forth the terms of the alteration to be proposed shall be sent by the Honorary Secretary to each member of the Association entitled to vote.
13.1 If the Committee by a simple majority decides at any time that on the grounds of expense or otherwise it is necessary or advisable to dissolve the Association they shall call a meeting of all members of the Association who have power to vote. Notice of such a meeting, together with the resolution to be proposed and the reasons for the committee's decision, will be given to members not less than 31 days beforehand.
13.2 If such a decision shall be confirmed by not less than two-thirds of the votes cast by the members of the Association present and entitled to vote at such a meeting the Committee shall have power dispose of any assets held by or in the name of the Association.
13.3 Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred in accordance with the direction of the EGM, following consideration of the recommendaations of the committee. Assets include property, cash, records, domain names and title of the association.
The Association shall indemnify and keep indemnified every officer, member and volunteer of the Association from and against all claims, demands, actions and proceedings (and all costs and expenses in connection therewith or arising therefrom) made or brought against the Association in connection with its activities, the actions of its officers, members or volunteers, or in connection with its property and equipment but this indemnity shall NOT extend to liabilities arising from wilful and individual fraud, wrongdoing or wrongful omission on the part of the officer, member or volunteer sought to be made liable. The Treasurer shall effect a policy of insurance in respect of this indemnity.