INTERNATIONAL YEATS SOCIETY: Scholarship and Learning Across the Arts
MEMORANDUM OF ASSOCIATION
The name of the Company is INTERNATIONAL YEATS SOCIETY: Scholarship and Learning Across the Arts.
The company is a company limited by guarantee, registered under Part 18 of the Companies Act 2014.
3. Main Object
The object for which the Company is established (the “Main Object”) is the promotion and dissemination of research on the life and works of W. B. Yeats.
4. Subsidiary Objects
As objects incidental and ancillary to the attainment of the Main Object, the Company shall have the following subsidiary objects:
4.1 publish a journal,
4.2 maintain a website,
4.3 organise periodic conferences and other events, which will enable the Company to achieve several important purposes;
4.3.1 allow a wide range of academic researchers to share and present their work, in progress as well as in finished form;
4.3.2 make that work widely and easily available;
4.3.3 facilitate communication amongst, and serve as a resource for, scholars, teachers, and students;
4.3.4 foster productive teams of researchers, especially across national borders;
4.3.5 advance awareness of Yeats studies in wider academic and public communities;
4.3.6 promote the study of Yeats as well as Irish literature and culture, in a global context.
The liability of the members is limited.
The Company shall have the following powers which are exclusively subsidiary and ancillary to the Main Object and which powers may only be exercised in promoting the Main Object. Any income generated by the exercise of these powers is to be applied to the promotion of the Main Object:
6.1 To solicit and procure and to accept and receive any donation of property of any nature and any devise, legacy or annuity, subscription, gift, contribution or fund, including by means of payroll giving or other similar arrangements, and including (but so as not to restrict the generality of the foregoing) the holding of lotteries in accordance with the law for the purpose of promoting the Main Object.
6.2 To establish and support any charitable association or institution, trust or fund, and to subscribe or guarantee money for any charitable purpose which the Company shall consider calculated to promote its Main Object.
6.3 To make application on behalf of the Company to any authority, whether governmental, local, philanthropic or otherwise, for financial funding of any kind.
6.4 To acquire, hold, sell, manage, lease, mortgage, exchange or dispose of and to develop and deal with all or any part of the property of the Company.
6.5 To borrow and raise money in such manner as may be considered expedient, and for the purpose of securing any debt or other obligation of the Company to mortgage or charge all or any part of the property of the Company, present or future.
6.6 To invest any moneys of the Company not immediately required for the use in connection with its Main Object and to place any such moneys on deposit.
6.7 To open one or more bank accounts and to draw, accept, make, endorse, discount, execute, issue and negotiate bills of exchange, promissory notes, bills of lading, warrants, debentures and other negotiable or transferable instruments.
6.8 To employ such staff, and on such terms, as are necessary or desirable for the proper promotion of the Main Object.
6.9 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 a pension scheme covered by Part 30 of the Taxes Consolidation Act 1997 and provided that such 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 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 charitable objects.
6.10 To insure any or all of the Executive Members against personal liability incurred in respect of any act or omission which is or is alleged to be a breach of trust or breach of duty, provided he or she acted in good faith and in the performance of his or her functions as trustee
6.11 To do all such other lawful things as the Company may think incidental and conducive to the foregoing Main Object.
7. Income and Property
7.1 The income and property of the Company, whencesoever derived, shall be applied solely towards the promotion of the Main Objects of the Company set forth in this memorandum of association and no portion therof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to the members of the Company.
7.2 Nothing herein shall prevent the payment in good faith of:
7.2.1 reasonable and proper remuneration to any member, officer or servant of the company in return for services actually rendered to the Company; or
7.2.2 interest at a rate not exceeding 1% per annum on money lent by any member to the Company;
7.2.3 reasonable and proper rent for premises demised or let by any member to the Company; or
7.2.4 reasonable and proper out-of-pocket expenses incurred by any Executive Member in connection with their attendance to any matter affecting the Company.
7.3 No part of the Company’s income shall inure to the pecuniary benefit of any Member, and none of its income shall be devoted to influencing legislation or circulating political propaganda.
8. Additions, alterations or amendments
Amendments to these Rules shall be voted upon by the Executive; approval will need a majority of those voting. Amendments may be proposed by the Executive, or by petition signed by twenty or more Members in good standing. No amendments of any kind shall be made to the provisions of clauses 7 and 9 of the memorandum of association to such extent that they would alter the effect of Clauses 7 and 9 of the memorandum of association, such that there would be non-compliance with the requirements of section 97/1/1180 and of the Companies Act 2014.
9. Winding Up
If upon the winding up or dissolution of the Company there remains, after satisfaction of all its debts and liabilities, any property whatsoever, it shall not be paid to or distributed among the members of the Company. Instead, such property shall be given or transferred to some other company or companies (being a charitable institution or institutions) having main objects similar to the main objects of the Company. The company or companies (being a charitable institution or institutions) to which the property is to be given or transferred shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Company under or by virtue of Clause 7 hereof. Members of the Company shall select the company or companies (being a charitable institution or institutions) at or before the time of dissolution. 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.
Every member of the Company undertakes to contribute to the assets of the Company, if the company is wound up while she or he is a member or is wound up within one year after the date on which she or he ceases to be a member, for (a) the payment of the debts and liabilities of the Company contracted before she or he ceases to be a member, and the costs, charges, and expenses of winding up; and (b) the adjustment of the rights of contributories among themselves, such amount as may be required, not exceeding €1.
10.1 The members of the Company shall be (i) the founding members named at the end of these Rules and (ii) such other persons as the Executive shall from time to time admit to membership and as shall pay the annual dues fixed by the Executive from time to time.
10.2 The number of members with which the company proposes to be registered is 4.
10.3 Any individual, business, educational institution, or corporation interested in the aims of the Company may apply for membership.
10.4 Membership of the Company shall be through payment of annual dues, according to schedules determined by the Executive.
10.5 Membership of the Company shall include a subscription to the journal and access to members’ areas of the website.
10.6 Honorary membership of the Company may be conferred, by majority vote of the Executive.
10.7 All members in good standing shall have the right to attend conferences, participate in the Company’s activities and discussions, and receive all publications issued by the Company, in accordance with the scale of dues set by the Executive.
11. Rights of Members
Membership of the Company is not transferable and shall cease:
(a) on the member’s death or bankruptcy;
(b) if the member resigns by serving notice in writing to the Executive at the Company’s principal place of business; or
(c) If the member fails to pay their annual dues as they fall due.
12. General Meetings
12.1 The Company 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.
12.2 All general meetings other than annual general meetings shall be known as extraordinary general meetings.
12.3 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.
12.4 The quorum for general meetings shall be ten (10).
12.5 The President of the Executive shall preside as chairperson at every general meeting of the Company, 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.
12.6 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 Company present shall choose one of their number to be chairperson of the meeting.
12.7 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.
12.8 Where there is an equality of votes the chairperson of the meeting shall be entitled to a second or casting vote.
12.9 A meeting of the Members shall be held at each conference, at which actions of the Executive, venues for future conferences, and other matters of business will be discussed. The Editor of the journal and the Executive Treasurer will submit reports on the journal and the financial affairs of the Company at this meeting. Minutes of this meeting will be made available to Members.
12.10 Save as provided for in these Rules, meetings shall be conducted in accordance with Robert’s Rules of Order Revised.
13. Matters Reserved to the General Meeting
13.1 None of the following matters may be brought into effect unless the same shall have been approved at a general meeting of the Company:
13.1.1 to wind up the Company;
13.1.2 to remove an Executive Member;
13.1.3 to employ any person on remuneration exceeding €10,000 (gross) per annum;
13.1.4 to incur capital expenditure, whether on one or more projects, in excess of €500 in any calendar year;
13.1.5 to incur borrowings in excess of €500;
13.1.6 to change the name of the Company.
14. Notice of General Meetings
14.1 A meeting of the Company, other than an adjourned meeting, shall be called: (a) in the case of the annual general meeting, by not less than 14 days’ notice;
(b) in the case of an extraordinary general meeting, by not less than 7 days’ notice.
14.2 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.
14.3 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.
14.4 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.
14.5 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.
15. 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.
16. The Executive
16.1 The Executive shall include a President, a Vice President, an Executive Treasurer, an Executive Secretary, and the General Editor of International Yeats Studies (Ex Officio).
16.2 The President will be elected for a term of four years. The President is elected by the Executive from among the members of the Company.
16.3 The Vice-President is appointed by the President, and ratified by the Executive as a whole, for the President’s term of office. The Vice-President shall replace the President in the latter’s functions if the President is unable to perform them.
16.4 The Executive Secretary will be appointed by the President and ratified by the Executive as a whole. The term of office served by the Executive Secretary shall be four years, but can be extended if the Executive and the Executive Secretary agree to this extension.
16.5 The number of the Executive Members shall be not less than eight (8) and unless and until determined by the Company in general meeting, not more than eighteen (18). The first Executive Members shall be:
Alexandra Poulain, President
Charles I. Armstrong, Vice President
Rob Doggett, Secretary
Margaret Mills Harper, Acting Treasurer
16.6 No remuneration shall be payable to any of the Executive Members in respect of their services as Executive Member or on any committee of the Executive.
16.7 The business of the Company shall be managed by the Executive, who may exercise all such powers of the Company as are not by these Rules required to be exercised by the Company in general meeting, subject nevertheless to the provisions of these Rules and to such directions as the Company in general meeting may give. No such direction given by the Company in general meeting shall invalidate any prior act of the Executive which would have been valid if that direction had not been given.
16.8 The Executive Treasurer will be appointed by the President and ratified by the Executive as a whole. The term of office served by the Executive Treasurer shall be four years, but can be extended if the Executive and the Executive Treasurer agree to this extension.
16.9 The Executive Treasurer shall keep a record of monies received and dispersed and prepare an annual report of the Company’s finances, to be presented to the Executive and made available to all of the Company’s members.
16.10 All cheques and other negotiable instruments and all receipts for moneys paid to the Company 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.
16.11 The Executive Secretary 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 Company and, of the Executive Members and of committees of the Executive.
16.12 The Executive shall appoint the Editor of the journal and determine the date and site of each conference. Every four years, the Executive will vote on whether to retain or replace the Editor.
16.13 The Executive will decide where its conferences are to be held.
17. Rotation of Executive Members
17.1 The Executive shall advise the President on any pertinent matters and perform such functions as the Rules shall direct. The Executive consists of between ten and fourteen members (in addition to the President, the Vice President, the Executive Treasurer and the Executive Secretary), whose terms run for six years. This term of office can be extended for a maximum of one additional term if both the Executive Member and the Executive agree to this extension of term in office.
17.2 The terms of Executive Members will be staggered. Beginning in the sixth year of the Company, two new members of the Executive will be elected every second year. Nominations of names for potential new members will be submitted, and voted on, by the Executive.
17.3 Nominations to the Executive may be made by any current, enrolled member of the Company. Nominees must also be currently paid-up members of the Company. The Executive as a whole will ratify nominations.
17.4 The Company may remove any Executive Member before the expiry of his/her period of office.
17.5 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.
18. Proceedings of the Executive
18.1 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.
18.2 The quorum for meetings of the Executive shall be four (4).
18.3 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 Company, but for no other purpose.
18.4 The President shall chair the meetings of the Executive.
18.5 If at any meeting the President 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.
18.6 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.
18.7 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.
18.8 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.
18.9 The Editor of the journal will create and oversee an editorial advisory board.
18.10 An ad-hoc organising committee will be established to co-ordinate each International Yeats Society Conference. This committee will oversee the promotion and organisation of this conference, which will be hosted by a different University each time it takes place and supported by conferences fees.
18.11 Save as provided for in these Rules, meetings of the Executive shall be conducted in accordance with Robert’s Rules of Order Revised.
A notice may be given by the Company 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 Company).
20. Trustees for the purpose of holding property of the Company
The Trustees of the Company shall be the President, the Vice President, the Executive Secretary and the Executive Treasurer as appointed from time to time. The property of the Company shall be vested in and held by the Trustees for the time being of the Company upon trust for the Company 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 Company 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 Company 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 three.
We, the several persons whose names and addresses are subscribers, wish to be formed into a company in pursuance of this constitution.