CPBS of Ireland------Articles of Association
* N.B. Article 3 makes Article 14b invalid; as clearly the members outside the district are discriminated against by the voting within the Council being weighted against them. What is more, the 'Society's district' is undefined.01. Definitions
In these articles unless there be something in the subject or context inconsistent therewith,
“The Society” means the above named company,
“The Council” means the members for the time being of the Council herby constituted,
“In writing” means written, or printed, or partly written and partly printed,
“Rules”, “Regulations” and “Bye-Laws” of the Society shall be those as approved by the Council from time to time,
“Words importing persons shall include corporations.
The Registered Office and the Office of the Society shall be located in Clifden Connemara. Co. Galway.
*03. Non discrimination
Nothing in the Rules and Regulations or Memorandum and Articles of Association of the Society shall be used to discriminate against any
breeder, owner or member of the Society.*
04. The number of Members of the Society, for the purpose of registration, is declared to consist of not more than one thousand five hundred
05. The Council hereinafter mentioned may, whenever the business of the Society requires it, register an increase of members
06. Definition of Members
a. The Subscribers to the Memorandum of Association of the Society and such persons as shall be admitted to membership in accordance
with these articles, and none other, shall be members of the Society and shall be entered in the Register of Members accordingly.
b. Any person who prior to the 31st December 2000 made an application for membership of the society, whose annual membership fee had
been accepted by the Society and whose annual subscription has been paid for the year2001 subject to article 9(b).
07. There shall be three classes of members, namely a) Ordinary Members, b) Overseas Members and c) Honorary Members
a. Ordinary members are members of the Society who have been admitted in accordance with article 8 below and who normally reside within
b. Overseas members are members of the Society who have been admitted in accordance with article 8 below and who normally reside outside
Ireland. An overseas member is not entitled to vote at meetings of the Society but may only attend as an observer
c. Honorary members are benefactors of the Society. Persons who are actively interested in the Connemara Pony breed and persons who
have co-operated in the work and aims of the Society. These Honorary members will be elected at the Annual General Meeting of the
Society and will remain Honorary members for life. An Honorary member is not entitled to vote at meetings of the Society.
08. Election of Members
A person to become an Ordinary or Overseas member of the Society must submit a signed application form, together with a signed agreement to
abide by the rules of the Society and pay the appropriate annual membership fee to the secretary, such application to be approved at the next Council meeting.
09. a. The amount of the annual subscription payable by members shall be determined from time to time by the Council and shall be payable on
election to membership for the year in which the election takes place; thereafter it shall be payable before the 1st of February in each year.
A member who has not paid their subscription for the current membership year and previous membership year shall cease to be a member
of the Society.
b. For the year 2001, existing members and those subject to article 6(b), an exemption from article 9 section 9a) shall apply provided they pay
their annual subscription before the appointed commencement time of the Annual General Meeting. This only applies for the year 2001.
10. Privileges of members
The Nature and extent of the privileges attached to membership of the society shall be determined by the council.
11. The privileges of membership shall not be transferable and shall cease on the death of the member, or on his/her resignation, or on his/her
failure to pay his/her annual subscription due for any year before the Annual General Meeting in that year, or in the case of an Honorary
member on the date of the Annual General Meeting for the year following his/her resignation
12. a. Every Member of the Society shall be bound to further to the best of his ability, the objects and interests of the Society and to observe the
bye-laws and regulations made by the Society
b. A member shall at all times act in the best interests of the Society at public meetings or in the print, sound and visual media.
13. Disciplinary Procedures
a. Any member who fails to observe any of the Regulations or bye-laws of the Society, or who shall be guilty of any act or conduct which in the
opinion of the Council is detrimental to the interests of the Society may be excluded from the society by resolution of a majority of 75% of
the members of the Council present and voting at a Council Meeting specially summoned for the purpose at which not less than half the
members shall be present. Such member having been given seven clear days of notice sent to him/her of the Council meeting and he/she
or his/her representative may attend part of the meeting at which relevant item on the agenda is discussed and given an explanation but
shall not be present for other matters on the agenda or at the voting, or take part in the proceedings otherwise than as the Council allows.
b. A member so excluded shall have right to appeal the decision of the Council at the next General meeting of the Society, at which, a vote by
secret ballot of all members present shall decide by a simple majority to uphold or rescind the Council decision. If the decision to exclude the
member is upheld, on appeal, to the General meeting, a member so excluded shall forfeit all claim to his/her annual subscription and shall
cease to be a member of the Society.
14. The Council
a. The business of the Society shall be conducted by a Council consisting of the President of the Society, the Vice-President(s), and other
Council members. The Council will have the power to appoint the President, not more than two Vice-Presidents, one Honorary Secretary
and one Honorary Treasurer. The honorary Treasurer and any other officer will be the Society’s sole nominees jointly for the disbursement
of Society funds and signing of bank cheques. The Officers mentioned above shall be elected each year from the members of the Council
at the first meeting after the Annual General Meeting of the Society and shall hold office until the first Council meeting after the Annual
General Meeting of the following year.
*b. The number of members of the Council, including the Officers, shall not exceed twenty four. Membership of the Council shall represent all of
Ireland and not less than thirteen members shall reside in the Society’s district.*
15. The office of Member of the council shall be ipso facto vacated:
a. If he/she shall die or shall cease to be a member of the Society or if, having tendered his resignation in writing, it is accepted by Council.
b. If he/she shall be adjudicated a bankrupt or become of unsound mind.
c. If he/she shall be convicted of a criminal offence
(d) If he/she shall be absent from three consecutive meetings of the council without leave of absence given by resolution of the council. On
condition that the membership of any member of the council will not be terminated by reason of his having sold ponies to the Society; but
he/she will not have permission to vote concerning such a sale, and if he/she votes in such case, his/her vote will not be counted
16. Rotation of Council
The President of the Council on relinquishing office shall remain a member of the Council for a further 3 years when he/she will be eligible for reelection
to the Council. Other officers of the Council on relinquishing office shall remain members of the Council for a further year when they will
be eligible for re-election to the Council Four members of the Council shall retire in rotation at the last meeting of the Council before the Annual
General Meeting in each succeeding year and they will be eligible for re-election to the Council. The Officers shall be elected each year and if
the Officer is re-elected to office for three consecutive years he /she will step down for one year after which he/she will be eligible for re-election
as an office holder. Upon relinquishing office the officer shall not be eligible for election to any other office until the first Council meeting after the
Annual General Meeting in the following year. he/she will step down for one year after which he/she will be eligible for re-election as an office
17. Election of council
a. Any member of the Society so long as their membership is fully paid up for at least twelve months to the date of the Annual General Meeting
and having been nominated by at least four members of the Society may submit their name for election to the Council on the appropriate
nomination form provided by the Society’s secretary.
b. The Council shall be elected and appointed from the panel of candidates nominated in accordance with 17(a) and submitted to the Annual
General Meeting. All vacancies of the Council shall be elected from the persons nominated to the panel of candidates by the members of
the Society voting by secret ballot at the Annual General Meeting.
c. When a vacancy occurs on the council during the course of the year the vacancy should be filled by the Candidate with the next highest
vote obtained at the Annual General Meeting that voted for the current Council
d. For the year 2001 Annual General Meeting the requirements at article 17(a) that a member be fully paid up for at least 12 months prior to
the Annual General Meeting shall not apply provided each member complies with article 9b.
18 Powers of the council
The management of the affairs of the society shall be solely vested in the Council, who in addition to the powers and authorities by these presents or
otherwise expressly conferred upon them may exercise all such powers and do such acts and things as may be exercised or done by the society.
19. The Council may from time to time make, vary and repeal Bye-Laws for the regulation of the affairs of the Society and the conduct of its officers,
servants and members and such Bye-Laws may prescribe the privileges to be enjoyed by any class of members. Provided that no Bye-law or
regulation shall be made under this power which would amount to such an addition to or alteration of these articles as could legally only be made by a
Special Resolution passed and confirmed in accordance with Section 141 of the Companies Act 1963. Copies of duly passed Rules, Regulations and
Bye-laws shall be available from the office on payment of the appropriate fee as set by the Council
20. The Council may from time to time delegate any of their powers to Committees consisting of such member or members of the Society as they think fit. Any Committee so formed shall, in the exercise of the powers so delegated, conform to any regulation that may from time to time be imposed on it by the Council. The Council shall, however, have power in it’s absolute discretion to amend or rescind any act, thing or resolution, done, passed, or adopted by any such Committee.
21. Any casual vacancy in a Committee may be filled by the Council or by the Committee in accordance with Clause 20.
22. Every Committee appointed may be terminated by the Council in its absolute discretion
23 . Meetings of the Council
Meetings of the Council shall be held at such times and places as the members of the Council think fit.
24. A Council meeting shall be called by the Secretary at any time at the request of the President, or of six members of the Council and not less than
7 days notice of meeting shall be given to the members of the Council unless the Council shall by a Bye-Law otherwise direct. For purposes of this
clause it will be deemed adequate if notice is sent by ordinary post not less than nine days prior to the meeting.
25. A Council meeting may be adjourned for such time and to such place as the members present may determine. Save where otherwise provided in
these articles questions arising at any meeting shall be decided by a majority of votes, and the presiding Chairman shall have a second or casting
vote in the case of an equality of votes.
26. The quorum necessary for the transaction of business shall be fixed by the Council and unless so fixed shall be six.
27. Subject as aforesaid the meeting of the council and of every Committee and the procedure, shall be regulated as the members of the Council shall think fit
The Council shall have power from time to time to appoint or remove an employee to or from the Society and to determine the period of his/her
appointment and to fix his/her remuneration. A member of the Society shall be eligible for appointment as an employee of the Society.
29. Meetings of the Society
The Annual General meeting of the Society to be held in compliance with the provisions of the Companies Act 1963 and the actual date and the place of meeting shall be determined by the Council. The above-mentioned general meeting shall be called ordinary meeting and the business to be
transacted shall be to receive and consider the Accounts and Balance Sheet and the reports of the Council and the Auditors, to elect Auditors and fix their remuneration, to elect Council members in accordance with Articles 17(a), (b) and (c) (d) and to transact any other business which under these presents ought to be transacted at an Ordinary Meeting: all other General Meetings shall be called extraordinary.
Article 17(d) applies to the 2001 Annual General Meeting only.
30. A member wishing to bring before the Ordinary meeting any motion not relating to the business mentioned in Article 29 shall give notice of such motion to the Council not less than seven days before the meeting and no such motion shall come before the meeting unless such notice has been given.
31. Twenty one day’s notice at least, specifying the place, the day and the hour of meeting, and in case of special business the general nature of the
business, shall be given to members in manner hereinafter mentioned; It shall be deemed adequate to send notice by ordinary post not less than
twenty three days prior to the meeting; but the accidental omission to give such notice to, or the non-receipt of such notice by, any member shall not
invalidate the proceedings at any general meeting.
32. A copy of every special or extraordinary resolution proposed at a general meeting of the Society shall be sent to the Minister for Enterprise,
Trade and Employment in sufficient time to reach the Minister seven clear days before the meeting.
33. The President of the Society shall preside as Chairman at every general meeting of the Society, or in his/her absence a Vice President shall
preside, or if none of these officers is present the members present shall choose one of their number to be Chairman of the meeting. The Chairman
shall regulate the business of the meeting and his ruling on all questions arising shall be conclusive and final.
34. The quorum for a general meeting of the Society shall be seventy five members personally present. The Council may whenever they think fit and
shall on a requisition made in writing by any seventy five or more members convene an extraordinary general meeting. If within one hour from the time appointed for the meeting a quorum of members is not present the meeting shall stand adjourned to a day hour and place to be appointed by the Council.
35. In the case of equality of votes, on a show of hands or on a poll, the Chairman shall have a second or casting vote.