Injibs Memorandum of association

1. The name of the Company is:

 INJIBS COSMETS (GLORY OF CHRIST HAIR CARE C.C)

 

 2. The main objects of the Company shall be to:

 Empower citizens with Skills and Employment.

 Restore and boost humanity"s self confidence and esteem.

 

 3. The following objects set out hereafter are exclusively subsidiary and ancillary to the main object set out above and these objects are to be used only for the attainment of that main object and any income generated there from is to be applied for the main object only:-

(i)To promote and organise co-operation in the achievement of the main objects and to that end to bring together representatives of the statutory authorities and voluntary and community organisations engaged in furtherance of the above main objects.

4. In furtherance of the said main objects; but not further or otherwise, the Company shall have powers:

a) To create employment

This is a job that needs to be done by a big number of people that are having the same goal and love for what they are doing. Advertising these products should be done regularly for the products to market.

Promotions also are very important because people need to know about what they are buying and how to use it.

Delivering is necessary to those who order for the products at all times and this includes drivers, off loaders e.t.c

 

 b) To offer skills to the non-skilled people in that sector.

People that work with the products are likely to learn how to deal with them as well as storage and packaging. They can easily learn what ingredient are put together to form a certain product even though it’s not a factory.

 

  c) To merchandise the products domestically and internationally.

It will be the company’s pleasure to share the dream with the others. It would be good if the products are found only in the local stores but it will selfish of it. In order to reach out to the rest of the community to save their hair, have to be released out to rest of the world.

d) To make, draw, accept, endorse, issue, discount, and otherwise deal with promissory notes, bills of exchange, cheques, letters of credit, circular notes and other mercantile instruments.

 

e) To acquire by purchase, exchange, lease, fee farm grant or otherwise, either for an estate in fee simple or for any less estate or interest, whether immediately or reversionary, and whether vested or contingent: any lands, tenements or hereditaments of any tenure, whether subject or not to any charges or encumbrances and to hold and farm and work or manage or to sell, let, alienate, mortgage, lease or charge land, house property, shops, flats, masionettes, reversions, interests. annuities, life policies and any other property real or personal, movable or immovable, either absolutely or conditionally and either subject to or not to any mortgage, charge, ground rent or other rents or encumbrances and to pay for any lands, tenements, hereditaments or assets acquired by the Company in cash or debentures or obligations of the Company, whether fully paid or otherwise, or in any other manner.

 

f) To guarantee, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) of the Company, or all such methods, the performance of the obligations of and the repayment or payment of the principle amounts and interest of any person, firm or company or the dividends or interest of any securities, including (without prejudice to the generality of the foregoing) any company which is the Company's holding company or a subsidiary or associated company.

 

g) To carry on any business which may seem to the Company capable of being conveniently carried on in connection with the main objects.

 

h) To purchase or otherwise acquire and carry on the whole or any part of the business property, goodwill and assets of any company carrying on or proposing to carry on any business which the Company is authorised to carry on or which can be conveniently carried on in connection with the same, or may seem calculated directly or indirectly to benefit the Company, or possessed of property suitable for the purposes of the Company. and as part of the consideration for any of the acts or things aforesaid or property acquired to undertake all or any of the liabilities of such company or to acquire an interest therein, amalgamate with or enter into any arrangement for sharing profits, or for co-operation, or for limiting competition or for mutual assistance with any such company and to give, issue or accept cash or any shares, debentures or other securitiesthat may be agreed upon, and to hold and retain or sell, mortgage and deal with any shares, debentures or securities so received.

 i)To promote any company for the purpose of acquiring all or any of the property or liabilities of the Company, or if undertaking any business or operations which may appear likely to assist or benefit the Company or to enhance the value of or render more profitable any property, assets or business of the Company, or for any other purpose which may seem directly or indirectly calculated to benefit the Company.

 j) To accumulate capital for any purposes of the Company, and to appropriate any of the Company's assets to specific purposes, either conditionally or unconditionally, Prior permission to be obtained from the Revenue Commissioners where it is intended to accumulate funds for a period in excess of two years

 k) To enter into any arrangements with any government or authority, supreme, municipal, local or otherwise, or company that may seem conducive to the Company's main objects, and to obtain from any such government, authority or company, any charters, contracts, decrees, rights, privileges and concessions, and to carry out, exercise and comply with any such arrangements, charters, contracts, decrees, rights, privileges and concessions.

 l) To raise or borrow money, and to secure the payment of money by the issue of or upon debentures or debenture stock, perpetual, terminable or otherwise, or bonds or other obligations, charged or not charged upon, or by mortgage, charge, hypothecation, lien or pledge of the whole or any part of the undertaking, property, assets and rights of the Company, both present and future, and generally in such other manner and on such terms as may seem expedient. and to issue any of the Company's securities, for such consideration and on such terms as may be thought fit, including the power to pay interest on any money so raised or borrowed: and also by a similar mortgage, charge, hypothecation, lien or pledge, to secure and guarantee the performance by the Company of any obligation or liability it may undertake, and to redeem or pay off any such securities.

 m) To create, maintain, invest and deal with any reserve or sinking funds for redemption of obligations of the Company, or for depreciation of works or stock, or any other purpose to advance the main objects of the Company.

 n) To grant pensions, gratuities, allowances or charitable aid to any person who may have served the Company as an employee, or to the wives, husbands, children or other dependents of such person provided that such pensions, gratuities. allowances or charitable aid shall be no more than that provided by an occupational pension scheme and provided that such occupational pension scheme has been operated by the Company and the beneficiary of the pensions, gratuities, allowances or charitable aid, or their spouse or parent, has been a member of the occupational pension scheme while employed by the Company; and to make payments towards insurance and to form and contribute to provident and benefit funds for the benefit of any persons employed by the Company and to subscribe or guarantee money for

 o) To pay all or any expenses of. incidental to or incurred in connection with the formation and incorporation of the Company and the raising of its loan capital, or to contract with any person or company to pay the same, and to pay commissions to brokers and others for underwriting, placing, selling or guaranteeing the subscription of any debentures or securities of the Company.

 p) To do all such other things as may be deemed incidental or conducive to the attainment of the above main objects. And it is hereby declared that in the construction of this Clause, the word "company", except where used in reference to this Company, shall be deemed to include any person or partnership or other body of persons, whether incorporated or not incorporated and whether domiciled in Ireland or elsewhere, and words denoting the singular number only shall include the plural number and vice versa.

5. The liability of the members is limited.

6. Every member of the Company undertakes to contribute to the assets of the Company in the event of the same being wound up while he/she is a member, or within one year after he/she ceases to be a member, for payment of debts and liabilities of the Company contracted before he/she ceases to be a member and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding €1.

7. If, upon the winding-up or the dissolution of the Company there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Company
but shall be given up or transferred to some other charitable institution or institutions having main objects similar to the main objects of the Company, and which shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed on the Company under or by virtue of clause 8 hereof, such institution or institutions to be determined by the members of the Company at or before the time of dissolution and if and so far as effect cannot be given to such provision, then to some charitable object.

 8. The income and property of the Company shall be applied solely towards the promotion of its main objects as set forth in this Memorandum of Association. No portion of the Company's income and property shall be paid or transferred directly or indirectly by way of dividend, bonus, distribution of profits, or otherwise howsoever to the members of the Company. Directors shall be appointed to any office of the Company paid by salary or fees, or receive any remuneration or other benefit in money or money's worth from the Company.
However, nothing shall prevent any payment in good faith by the Company of:

 (a)reasonable and proper remuneration to any member, officer or servant

of the Company for any services rendered to the
Company;

 (b) interest at a rate not exceeding five per cent per annum on money lent by Directors or other members of the Company to the Company;

 (c) reasonable and proper rent for premises demised or let by any member to the Company (including any Director) to the Company;

 (d) reasonable and proper out of pocket expenses incurred by any Director in connection with attendance to any matter affecting the Company;

(e) fees, remuneration or other benefit in money's worth to any Company of which a Director may be a member holding not more than one hundredth part of the issued capital of such Company.

 9. No addition, alteration or amendment shall be made to or in the provisions of this Memorandum of Association for the time being in force unless the same shall have been previously approved in writing by the board of directors of the company.

 10. Annual audited accounts shall be kept and made available to the Revenue Commissioners on request.

 

 COMPANIES ACTS, 1963 TO 2005 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

 

ARTICLES OF ASSOCIATION OF I.M INJIBS (GLORY OF CHRIST HAIR CARE C.C)

 

PRELIMINARY

 The Regulations contained in Table C of the Companies Acts. 1963 to 1990 shall apply to the Company save in so far as they are excluded or verified hereby.

 1. In these articles:­

 "the Act" means the Companies Act 1963. as amended;

 "the Directors" means the Directors for the time being of the Company or the Directors present at a meeting of the Board of Directors and includes any person occupying the position of Director by whatever name called:

 "Secretary" means any person appointed to perform the duties of the Secretary of the Company;

 "the Seal" means the Common Seal of the Company;

 "the Office" means the registered office for the time being of the Company.

 Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and any other modes of representing or reproducing words in a visible form.

 Unless the contrary intention appears, words or expressions contained in these articles shall bear the same meaning as in the Act or any statutory modification thereof in force at the time at which these articles become binding on the Company.

 

MEMBERS

2. The Company proposes to be registered with not less than 7 members and the Directors may from time to time register an increase of members.

3. The subscribers to the Memorandum of Association and such other organisations involved in the field of physical and sensory disabilities as the Directors shall admit to membership shall be members of the Company.

4. There shall be classes of member: ­

 (a)Founder members - who shall be the subscribers to the Memorandum of Association.

 (b) Associate members - any organisation involved in the field of physical and sensory disabilities whose application for Associate membership has been approved by the Directors

 5. Where any organisation desires to be an Associate member of the Company, it must sign and deliver to the Company an application for admission framed in such terms as the Board shall require.

 

 CESSATION OF MEMBERSHIP

 6. A member shall cease to be a member if: ­

 (a)such member resigns by notice in writing addressed and delivered to the Secretary; or

 (b) such member is expelled from membership by an ordinary resolution in that behalf carried at a duly convened General Meeting of the Company at which such member shall be first afforded the

opportunity to make representations on the matter; or

 (c) such member ceases to be a body corporate or goes into liquidation or is
dissolved.

GENERAL MEETINGS

7. All General Meetings of the Company shall be held in the State

8.

 (a)Subject to paragraph (b), the Company shall in each year hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one Annual General Meeting and that of the next.

 (b) So long as the Company holds its first Annual General Meeting within eighteen months of its incorporation. It need not hold it in the year of its incorporation or in the following year. Subject to Article 7, the Annual General Meeting shall be held at such time and at such place in the State as the Directors shall appoint.

 9. All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.

 10. The Board may, whenever they think fit, convene an Extraordinary General Meeting, and Extraordinary General Meetings shall also be convened on such requisition, or, in default, may be convened by such requisitionists as provided for by Section 132 of the Act. If at any time there are not within the State sufficient Directors capable of acting to form a quorum, any Director or any two members of the Company may convene an Extraordinary General Meeting in the same manner as nearly as that in which meetings may be convened by the Directors.

 

NOTICE OF GENERAL MEETINGS

 11. Subject to Sections 133 and 141 of the Act, an Annual General Meeting and a meeting called for the passing of a Special Resolution shall be called by twenty-one days notice in writing at least and a meeting of the Company (other than an Annual General Meeting or a meeting for the passing of a Special Resolution) shall be called by fourteen days notice in writing at least.

 12. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of meeting and , in the case of special business, the general nature of that business and shall be given in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in General Meeting, to such persons as are, under the Articles of the Company, entitled to receive such notices from the Company.

 13. The accidental omission to give notice to, or the non-receipt of notice by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

 

PROCEEDINGS AT GENERAL MEETINGS

14. All business shall be deemed special that is transacted at an Extraordinary General Meeting, and also all that is transacted at an Annual General Meeting with the exception of the consideration of the accounts, balance sheets and the reports of the Board, the election of Directors in place of those retiring, the re-appointment of the retiring auditors, and the fixing of the remuneration of the auditors.

 15. No business shall be transacted at a General Meeting unless a quorum of members is present at the time when the meeting proceeds to business; save as herein otherwise provided, four members or one-third of the membership for the time being, whichever is the greater, shall be a quorum.

16. If within half and hour from the time appointed for the meeting, a quorum is not present, the meeting if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such a day, time and place as the Board
may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum.

17. The Chairperson, if any, of the Board shall preside as Chairperson at every General Meeting of the Company, or if there is no such Chairperson, or if he/she is not present within fifteen minutes after the time appointed for the holding of the meeting or he/she is unwilling to act, the Directors present shall elect one of their number to be Chairperson of the meeting.

 18. If at any meeting no Director is willing to act as Chairperson or if no Director is present within fifteen minutes after the time appointed for holding tile meeting, the members present shall choose one of their number to be Chairperson of the meeting.

 19. 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, but 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 thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

 20. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before. or on the declaration of the result of, the show of hands) demanded:­

 (a)by the Chairperson: or

 (b) by at least three members presen

(c) by any member or members present and representing not less than one-tenth of the total voting rights of all members having the right to vote at the meeting.

 Unless a poll is so demanded, a declaration by the Chairperson that a resolution, on a show of hands, has been carried or carried unanimously, or by a particular majority- or lost, and an entry made to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. The demand for a poll may be withdrawn.

 21. Except as provided in article 23, if a poll is duly demanded it shall be taken in such manner as the chairperson directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

 22. Where there is an equality of votes, whether on a show of hands or on a poll the Chairperson of the meeting at which the show of hands takes place, or at which the poll is demanded, shall be entitled to a second or casting vote.

 23. A poll demanded on the election of a Chairperson, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the Chairperson of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

 24. Subject to Section 141 of the Act, a resolution in writing signed by all the members for the time being entitled to attend and vote on such resolution at a General Meeting shall be as valid and effective for all purposes as if the resolution had been passed at a General Meeting of the Company duly convened and held and if described as a special resolution shall be deemed to be a special resolution within the meaning of the Act.

 

VOTES OF MEMBERS

 25. Every member shall have one vote.

 26. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such a meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairperson of the meeting whose decision shall be final and conclusive.

 27. Votes may only be cast personally by the authorised representative of member organisations. Proxy voting is not permitted.

 

 BODIES CORPORATE ACTING BY REPRESENTATIVES AT MEETINGS

 28. Any body which is a member of the Company may by resolution of its directors or other governing body authorise such persons as it thinks fit to act as its representative at any, meeting of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the body corporate which he/she represents as that body corporate could exercise if it were an individual member of the Company.

 

 DIRECTORS

 29. The number of the Directors and the names of the first Directors shall be determined in writing by the subscribers of the Memorandum of Association or a majority of them.

30. The Directors may also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or General Meetings of the Company or in connection with the business of the Company.

 

 BORROWING POWERS

 31. The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking and property or any part thereof, and to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the Company or of any third party.

 

 POWERS AND DUTIES OF THE DIRECTORS

 32. The business of the Company shall be managed by the Directors, "ho may pay all expenses incurred in promoting and registering the Company, and may exercise all such powers of the Company as are not by the Act or by these articles required to be exercised by the Company in General Meeting, subject nevertheless to the provisions of the Act and of these Articles and to such directions, being not inconsistent with the aforesaid provisions, as may be given by the Company in General Meeting: but no direction given by the Company in General Meeting shall invalidate any prior act of the Directors which would have been valid if that direction had not been given.

33. The Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons. whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers; authorities and discretion's (not exceeding those vested in or exercisable by the Directors under these articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him/her.

34. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be, by such person or persons and in such manner as the Directors shall from time to time by resolution determine.

 35. The Directors shall cause minutes to be made in books provided for the purpose:­
(a) of all appointments of Officers made by the Directors;

 (b) of a11 the names of the Directors present at each meeting of the Directors and of any committee of the Directors;

 (c) of all resolutions and proceedings at all meetings of the Company and of the Directors and all meetings of committees of Directors.

 

 DISQUALIFICATION OF DIRECTORS

 

36. The office of a Director shall be vacated if the Director: -

 (a)holds any office or place of profit under the Company; or

 

(b) is adjudged bankrupt in the State or in Northern Ireland or Great Britain or makes any arrangement or composition with his/her creditors generally;

 (c) becomes prohibited from being a Director by reason of any order made under section 184 of the Act: or

 (d) becomes of unsound mind; or

 (e) resigns his/her oil-ice in writing to the Company; or

 (f) is convicted of an indictable offence unless the Directors otherwise determine: or

 (g) is directly or indirectly interested in any contract with the Company and fails to declare the nature of his/her interest in the manner required by section 194 of the Act; or

 (h) in the opinion of a majority of the other Directors acts in any manner detrimental to the overall interests of the Company.

 

VOTING ON CONTRACTS

 37. A Director shall not vote in respect of any contract in which he/she is interested or any matter arising thereout.

 

APPOINTMENT AND ELECTION OF DIRECTORS

 38.

 (a)Each Founder member shall have the right to appoint one Director at the Annual General Meeting. Such Directors shall be either voluntary or staff members of their appointing body The right of a Founder member to appoint a Director shall include the right at any time to appoint another voluntary or staff member in substitution for their existing appointee.

 

(b) Associate members shall have the right to elect up to two Directors at the Annual General Meeting.

 

39. A Director shall, subject to Article 36 above, hold office until the next Annual General Meeting following his/her appointment or election. A retiring Director shall be eligible for re-appointment or re-election.

 40. A Director shall have the power at any time and from time to time to be a Director, either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed shall hold office only until the next following Annual General Meeting and shall then be eligible for re-election.

 41. The Company may by ordinary resolution of which extended notice has been given in accordance with section 142 of the Act remove any Director before the expiration of his/her period of office, notwithstanding anything in these Articles or in any agreement between the Company and such Director.

 42. The Company may by ordinary resolution appoint another person in place of a Director removed from office under Article 41. Without prejudice to the powers of the Directors under article 40, the Company in General Meeting may appoint any person to be a Director, either to till a casual vacancy or as an additional Director. A person appointed in place of a Director so removed or to till such a vacancy shall be subject to retirement at the same time as if he had become a Director on the day on which the Director in whose place he/she is appointed was last elected a Director.

 

 PROCEEDINGS OF DIRECTORS

 43. The Directors 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. Unless otherwise determined by the Company in General Meeting, where there is an equality of votes the Chairperson shall have a second or casting vote. A Director may and the Secretary on the requisition of a Director shall, at any time summon a meeting of Directors. If the Directors so resolve it shall not be necessary to give notice of a meeting of Directors to any Director who being resident in the State is for the time being absent from the State.

44. The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed shall be three Directors or 50 per cent of the Board membership, whichever is the greater.

 45. The continuing Directors may act notwithstanding any vacancy in their number but, if and so long as their number is reduced below the number fixed by or pursuant to the Articles of the Company as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number or of summoning a General Meeting of the Company, but for no other purpose.

 46. The Directors may elect a Chairperson of their meetings and determine the period for which he/she is to hold office; but, if no such Chairperson is elected, or if at any meeting the Chairperson is not present within fifteen minutes after the time appointed for holding the same, the Directors present may choose one of their number to be Chairperson of the meeting.

 

47. The Directors may delegate any of their powers to a Management Committee or other committees consisting of such member or members of the Board and think fit any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may by imposed on it by the Directors.

 

48. A committee may elect a Chairperson of its meetings, but if no such Chairperson is elected; or if at any meeting the Chairperson is not present within fifteen minutes after the time appointed for holding the same, the members present may choose one of their number to be Chairperson of the meeting.

 

49. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of he members present, and where there is an equality of votes the Chairperson shall have a second or casting vote. A committee of the Directors shall have a quorum of two necessary for the transaction of any business.

 

50. All acts done by any meeting of the Directors or of a committee of Directors and others or by am person acting as a Director shall notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid; or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

 

51. A resolution in writing, signed by all Directors for the time being entitled to receive notice of a meeting of the Directors shall be as valid and effective as if it had been passed at a meeting of the Directors duly convened and held.

 

 52. All Directors or any committee of them may participate in a meeting of the Directors or that committee by a conference telephone, video link or any other communication system which allows all persons participating in the meeting to hear or hear and see each other. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum. The meeting shall be deemed to take place where the largest group of those participating is assembled or if there is no such group where the chairperson of the meeting then is.

 

SECRETARY

53. The Secretary shall be appointed by the Directors for such term and at such remuneration and upon such conditions as they may think fit, and any Secretary so appointed may be removed by them.

 54. A provision of the Act or these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in place of, the Secretary.

 

THE SEAL

 55. The seal shall be used only by the authority of the Directors or of a committee of Directors authorised by the Directors in that behalf, and every instrument to which the seal shall be affixed shall be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Directors for the purpose.

 ACCOUNTS

 56. The Directors shall cause proper books of account to be kept relating to:­

 (a)all sums of money received and expended by the Company and all matters in respect of which the receipt and expenditure takes place;

 

(b) all sales and purchases of goods by the Company;
 

 (c) the assets and liabilities of the Company. Proper books shall not be deemed to be kept if there are not kept such books of
account as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions.

 57. The books of accounts shall be kept at the office or, subject to section 147 of the Act, at such other place as the Directors think fit, and shall at all reasonable times be open to the inspection of a Director and his financial advisor.

 58. The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of members not being Directors, and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by statute or authorised by the Directors or by the Company in General Meeting. Annual audited accounts shall be made available to the Revenue Commissioners on request.

 59. The Directors shall from time to time in accordance with sections 148, 150, 157 and 158 of the Act and any other statutory amendment thereof for the time being in force, cause to be prepared and to be laid before the Annual General Meeting of the Company such profit and loss accounts, balance sheets, group accounts and reports as are required by those sections to be prepared and laid before the Annual General Meeting of the Company.

60. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Annual General Meeting of the Company together with a copy of the Directors' report and auditor's report shall, not less than 21 days before the date of the Annual General Meeting, be sent to every person entitled under the provisions of the Act to receive them.

 

 AUDIT

 61. The provisions of the Acts in regard to audit and auditors shall be observed.

 

NOTICES

 62. A notice may be given by the Company to any member either personally or by sending it by post to him/her to his/her registered address. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of 24 hours after the letter containing the same is posted and in any other case at the time at which the letter would be delivered in the ordinary course of post.

 63. Notice of every General Meeting shall be given in any manner herein before authorised to:­

 (a)every member;

 

(b) every Director;

 (c) the auditor for the time being of the Company. No other shall be entitled to receive notices of General Meeting.

 

INDEMNITY

 64. The Directors, members, auditors. Secretary and other officers for the time being of the Company and their heirs, executors, and administrators respectively shall be indemnified out of the assets of the Company from and against all actions, proceedings, costs, charges, losses, damages and expenses which they or any of them shall or may incur or sustain by reason of any act done or omitted in or about the execution of their duty in their respective offices except such ( if any) as they shall incur or sustain by or through their own wilful neglect or default respectively, and no such officer shall be answerable for the acts, receipts, neglects or defaults of any other officer or for joining in any receipt for the sake of conformity, or for the solvency or honesty of any bankers or other persons with whom any money or effects belonging to the Company may be lodged or deposited for safe custody, or for any insufficiency or deficiency or any security upon which any monies of the Company shall be invested- or for any other loss or damage due to any such cause as aforesaid, or which may happen in or about the execution of this office, unless the same shall happen through the wilful neglect or default of such Directors, members or officers.

 

WINDING-UP

 65. The provisions of clause 7 of the Memorandum of Association of the Company relating to the winding-up or dissolution of the Company shall have effect and be observed as if the same were repeated in full in these articles.