Constitution

ARTICLE 1 – NAME

The name of the Body is Association des Membres de l’Ordre des Palmes Académiques en Irlande (AMOPA Irlande).

ARTICLE 2 – MAIN OBJECT

The main object for which the Body is established (the “Main Object”) is to promote French language and culture in Ireland through the organization of educational projects for the benefit of young people and to put in place cultural, literary or scientific gatherings and events for the advancement of the arts and culture and for fostering friendly relations among members.

ARTICLE 3 – SUBSIDIARY OBJECTS

As objects incidental and ancillary to the attainment of the Main Object, the Body shall have the following subsidiary objects:

– to support other promoters of French language and culture in educational contexts in Ireland

– to identify Irish residents who have distinguished themselves in the promotion of French language and culture to young audiences in Ireland and recommend them to the French embassy in Ireland for an award in the ‘Ordre des Palmes Académiques’.

ARTICLE 4 – INCOME AND PROPERTY

4.1. The income and property of the Body shall be applied solely towards the promotion of Main Object(s) as set forth in these Rules. No portion of the Body’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 Body.

4.2 No Executive Member shall be appointed to any office of the Body paid by salary or fees, or receive any remuneration or other benefit in money or money’s worth from the Body. However, nothing shall prevent any payment in good faith by the Body of:

(a) reasonable and proper remuneration to any member or servant of the Body (not being an Executive Member) for any services rendered to the Body;

(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 Body to the Body;

(c) reasonable and proper rent for premises demised and let by any member of the Body (including any Executive Member) to the Body;

(d) reasonable and proper out-of-pocket expenses incurred by any Executive Member in connection with their attendance to any matter affecting the Body;

(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 Body 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).

ARTICLE 5 – ADDITIONS, ALTERATIONS OR AMENDMENTS

The Body 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 Body 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.

ARTICLE 6 – WINDING UP

If upon the winding up or dissolution of the Body 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 Body. 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 Body. 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 Body under or by virtue of Clause 4 hereof. Members of the Body 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.

ARTICLE 7 – MEMBERS

7.1. The Association is composed of ordinary members who can be active members or honorary members. The active members must have been awarded the Palmes Académiques and are required to pay the annual membership fee which will be decided every year at the AGM of the Association.

7.2. Members of the association must not be seen to favour any particular religious, political or other confessional views. Equally, they must not use their membership of AMOPA to further the aims of other organisations outside AMOPA Irlande.

7.3. Besides the President, no one can speak on behalf of the association, or represent it, if s/he has not been given the authority to so do.

7.4. Membership of the association indicates a commitment to respect its statutes as outlined in the current constitution.

7.5. The title ‘honorary member’ can be awarded by a majority of members attending the AGM to people who have offered, or continue to offer, a valuable support to the association. This title allows recipients to attend the AGM and to have voting rights, without paying the annual subscription.

7.6. Holders of the Palmes Académiques wishing to become members of the association must contact the Treasurer who will send them a membership form and inform them of how to pay their subscription.

ARTICLE 8 – RIGHTS OF MEMBERS

A member ceases being a member:

(a) through death;

(b) by withdrawing formally from the Body;

(c) by removal, as a result of the committee being informed of non-payment of membership fee over a period of 2 consecutive years, unless this is appealed before the AGM. In the event of the latter, the person is asked in advance of the meeting to provide an explanation;

(d) by expulsion following a decision taken by a majority of the Executive, which again can be appealed at the AGM, of any member who has tarnished the reputation of the Body, who has not adhered to the rules and obligations that pertain to all members or for any other serious offence. The member involved will be asked to furnish an explanation for his/her behaviour before any action is taken.

ARTICLE 9 – GENERAL MEETINGS

9.1 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.

9.2 All general meetings other than annual general meetings shall be known as extraordinary general meetings.

9.3 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.

9.4 The quorum for general meetings shall be three (3).

9.5 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.

9.6 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 number to be chairperson of the meeting.

9.7 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.

9.8 Where there is an equality of votes the chairperson of the meeting shall be entitled to a second or casting vote.

ARTICLE 10 – NOTICE OF GENERAL MEETINGS

10.1 A meeting of the Body, other than an adjourned meeting, shall be called:

(a) in the case of the annual general meeting, by not less than 30 days’ notice;

(b) in the case of an extraordinary general meeting, by not less than 14 days’ notice.

10.2 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.

10.3 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.

10.4 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.

10.5 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.

ARTICLE 11 – VOTES OF MEMBERS

Where a matter is being decided, every member present in person shall have one vote, but so that no individual member shall have more than one vote.

ARTICLE 12 – THE EXECUTIVE (CHARITY TRUSTEES)

12.1 The number of the Executive Members shall be not less than three (3) and unless and until determined by the Body in general meeting, not more than six (6). The first Executive Members shall be:

Dr Loïc Guyon (President)

Prof. Grace Neville (Vice-President)

Dr Eamon Maher (Secretary)

Dr Brigitte Le Juez (Treasurer)

12.2 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 Body.

12.3 The business of the Body shall be managed by the Executive, who may exercise all such powers of the Body as are not by these Rules required to be exercised by the Body in general meeting, subject nevertheless to the provisions of these Rules and to such directions as the Body in general meeting may give. No such direction given by the Body in general meeting shall invalidate any prior act of the Executive which would have been valid if that direction had not been given.

12.4 All cheques and other negotiable instruments and all receipts for moneys paid to the Body 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.

12.5 The Body 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 Body and, of the Executive Members and of committees of the Executive.

12.6 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.

ARTICLE 13 – ROTATION OF EXECUTIVE MEMBERS

13.1. When the Body is set up initially, the founding members will divide up the various executive functions among themselves until the initial AGM is called.

13.2. The composition of the first Executive must be approved by a majority of the members present at the first AGM of the Body. If they receive the approval of a majority, the Executive Members will have a 3-year mandate. In the event of their not receiving the approval of the majority of members present, nominations shall be sought from all members of the Body and a date for an extraordinary general meeting shall be arranged, which shall take place within a month and during which a new vote shall be held.

13.3. At the end of their 3-year mandate, the retiring Executive Members shall ask for nominations from the members of the Body at least one month before the next AGM is scheduled to take place. Nominations must be received by the Secretary at least 7 days before the AGM is held.

13.4. Nominations are only eligible from paid-up members of the Body.

13.5. Executive Members are elected by the members attending the AGM and shall hold office for 3 years in the first instance.

13.6. The Executive should at all times be made up of at least the 4 following officers:

(a) President

(b) Vice-President

(c) Secretary

(d) Treasurer

13.7. Executive Members shall not be eligible for re-election for more than two consecutive 3-year mandates.

13.8 The Body, 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 Body 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 (b) a resolution for the re-election of such Executive Member has been put to the meeting and lost.

13.9 No person other than an Executive Member retiring at the meeting shall, unless recommended by the Executive, be eligible for election to the office of Executive Member at any general meeting unless, not less than 7 days before the date appointed for the meeting, there has been sent by e-mail to the Body’s principal e-mail address (a) notice in writing, sent by a member of his/her intention to propose such a person for election, and (b) notice in writing sent by the person concerned of his/her willingness to be elected.

13.10 The Body may remove any Executive Member before the expiry of his/her period of office.

13.11 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, if any, provided for in these Rules. Any Executive Member so appointed shall hold office only until the next annual general meeting, and shall then be eligible for re-election.

ARTICLE 14 – PROCEEDINGS OF THE EXECUTIVE

14.1 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.

14.2 The quorum for meetings of the Executive may be fixed by the Executive and, unless so fixed, shall be two (2).

14.3 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.

14.4 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 number to be chairperson of the meeting.

14.5 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.

14.6 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 number to be chairperson of the meeting.

14.7 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.

ARTICLE 15 – NOTICES

A notice may be given by the Body 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 Body).

ARTICLE 16 – TRUSTEES FOR THE PURPOSE OF HOLDING PROPERTY OF THE BODY

The property of the Body shall be vested in and held by the Trustees for the time being of the Body upon trust for the Body 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 Body 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 Body 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 four. The Body in general meeting shall have the power of appointing new Trustees.

We, the several persons whose names and addresses are subscribed, wish to form the body or association herein named.

Names, Addresses and Signatures of Founding Members