Mountaineering Ireland wish to provide notice to its Membership of the upcoming EGM
Date: Saturday 15th October 2016
Venue: Citizens Information Centre, CYMS Hall, Mill Road, Killorglin, Co. Kerry.
The Board of Mountaineering Ireland has called an EGM for Saturday 15 October 2016 in the light of two provisions of the Companies Act 2014.
Firstly – Our Title Name
Mountaineering Ireland is incorporated as a company limited by guarantee. Since incorporation, we have availed of a provision in the Companies Act that exempts us from having to use the words “limited by guarantee” in our title.
A new provision in the Companies Act 2014 will remove this exemption before the end of this year unless members pass a motion confirming that we wish the company to continue to be known as Mountaineering Ireland.
The Board recommends that members agree a Motion to this effect that has been drafted by our auditors, Whiteside Cullinan.
Secondly – Our New Constitution
The Companies Act 2014 also requires companies such as ours to adopt a new Constitution in place of our existing Memorandum and Articles of Association. At the Board’s request, Whiteside Cullinan has prepared a new Constitution. It is based on our existing Memorandum and Articles and involves no change of any substance. In particular, our Objects, Powers, Membership Rights and Voting Provisions are unaffected.
The Board recommends that the new Constitution be agreed by members at the EGM.
The Agenda and Special Motion is listed below.
SPECIAL MOTION TO BE PASSED BY THE MEMBERS UNDER S. 1190 (5) OF THE COMPANIES ACT 2014 TO CHANGE NAME OF A GUARUNTEE COMPANY
SPECIAL MOTION of the Members of the Company pursuant to Section 1190 of the Companies Act, 2014 and the Articles of Association of the Company.
We, being the Members of the Company for the time being entitled to attend and vote at Meetings of the Company,
HEREBY RESOLVE THAT the following be passed as a Special Motion:
“That, pursuant to section 1190 and by virtue of Section 1180 of the Companies Act 2014 and with a view to the Company becoming a company limited by guarantee to which Parts 18 of the said Act apply, the company avail of the exemption to dispense with the requirement to include the company type in the name. Furthermore, the Constitution in the form attached hereto marked X, annexed to the EGM Agenda, be and is hereby adopted as the constitution of the Company in substitution for and to the exclusion of the existing memorandum and articles of association of the Company”
Dated this 15th day of October, 2016.
That the delegates approve Mountaineering Ireland’s New Constitution
Proposed by the Board of Mountaineering Ireland.
Please click here for Mountaineering Ireland’s Constitution