Phoenix Motorhome Club Ireland CLG

CONSTITUTION OF THE PHOENIX MOTORHOME CLUB IRELAND CLG

Memorandum of Association

ARTICLE 1
The Club is a Company Limited by Guarantee not having share capital, called the PHOENIX MOTORHOME CLUB IRELAND COMPANY LIMITED BY GUARANTEE, with registered business name – The Phoenix Motorhome Club hereinafter referred to as The Club or The Company.
The liability of the members is limited.
The objectives of the Phoenix Motorhome Club Ireland are:
 To promote and encourage motor caravanning in Ireland.
 To maintain a high standard of conduct by its Motor Caravanning members which respects the environment.
 To liaise with other clubs and associations, both national and international in the furtherance of these objectives.
The liability of the members is limited.
Every member of the company undertakes to contribute to the assets of the company, if the company is wound up while he or she is a member or is wound up within one year after the date on which he or she ceases to be a member, for—
(a) the payment of the debts and liabilities of the company contracted before he or she 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.

Membership

ARTICLE 2
Application for new membership of The Club shall only be open to the registered owner of a motor caravan and his/her spouse/partner and children. The Club membership shall comprise Full Membership, Associate Membership, and Honorary Membership.

ARTICLE 3
The proposer of any applicant for Associate membership shall be a Full member of greater than 2 years. A proposed new Associate Member shall be furnished the Constitution and the Code of Conduct of The Club prior to signing of the application form.

 

ARTICLE 4
Following a new application for membership, the Associate member may attend The Club events, and avail of The Club discounts and concessions, except any discount arranged for vehicle insurance. Associate members may attend but shall not contribute to or have voting rights at any AGM or EGM, or serve as a Director of the company or on the Management Committee of The Club
ARTICLE 5
To qualify for an invitation to progress to Full Membership an Associate Member must attend at
least four rallies during the previous membership year.

ARTICLE 6
Any associate application made during a year may be offered Full membership the following January, providing that the criteria in Article 5 is satisfied.

ARTICLE 7
At the discretion of the Committee, Honorary Membership may be afforded to any existing member of State Pensionable age who is no longer a registered owner of a motor caravan, and/or whose circumstances in the consideration of the Committee, warrants such an award. Their annual subscription shall be without charge. An Honorary Member may attend The Club events but may not serve as a Company Director or member of the Management Committee.

ARTICLE 8
Membership shall be deemed to include the subscriber, spouse/partner, and any dependent children up to the age of 18 years as declared on the membership application form. Special exception can be made at committee discretion to include dependants over 18 years in special circumstances. However, the dependant over 18 shall not be afforded voting or speaking rights at any AGM or EGM, nor are they eligible for any position as Director of the Company or Management Committee.

ARTICLE 9
Only the member and spouse/partner of a Full membership unit shall be eligible to contribute and vote at any AGM or EGM of The Club.

ARTICLE 10
Payment of a subscription renewal via cash, cheque, postal order or pay pal shall constitute.
a) an acknowledgement and acceptance of the rules, regulations, and discipline of The Club, as outlined in the Code of Conduct and Policy Guidelines and Constitution, by the member their spouse/partner and children under 18 years of age and those with special exception, as outlined in Article 8
b) an agreement that personal information as may be held by the club can be retained by the club for the forthcoming membership year for the purpose of managing the members
membership and event attendance, within the rules of the GDPR.

 

ARTICLE 11
Membership of The Club shall be deemed to commence upon the approval of the application by the management committee on the date shown on the official receipt given for a membership subscription and be due for renewal not later than the first day of January in the year following. Should a member’s subscription remain unpaid for two months after the due date he/she shall cease to be a member of The Club. Should a member desire to resign from The Club during the membership year, written notification
must be forwarded to the Membership Secretary and membership will cease on the date of receipt of such correspondence.

 

ARTICLE 12
Upon completion of any investigation by the committee of any breach of the Code of Conduct, bringing The Club into disrepute, the Committee shall examine the alleged infringement relative to the Club Code of Conduct. Following which the Committee shall have the right to revoke or suspend membership, where there is, in their opinion, found to be good and sufficient reason. In this instance the member shall have the right to appeal the decision via Standards and Ethics Committee as outlined in Article 13. Should they decide to avail of the Standards and Ethics Committee, they shall
remain with their respective membership status, until the appeal is completed. Any person whose membership is revoked, refused, or suspended will lose all rights of The Club membership and may not attend any event controlled by The Club. Where membership has been suspended the suspension period must be completed before membership can be reinstated. Where membership has been revoked the decision will be deemed irreversible and membership shall not be reinstated.

 

CODE OF CONDUCT AND POLICY GUIDELINES

ARTICLE 13
The Committee shall maintain a Code of Conduct and The Club Guidelines booklet to include, Health & Safety, Grievance Procedure, Conflict Resolution Mechanisms and Disciplinary Sanctions, Equality and Discrimination Code, Code of Conduct for members and guests and Social Media Guidelines. This shall be reviewed periodically by the Committee, to reflect current legislation.

 

SUBSCRIPTION

ARTICLE14
The amount of the annual subscription shall be that proposed from year to year at The Club AGM and ratified by the members at the AGM. Any member not paid up by 1st March will be deleted from the club WhatsApp group, emailing list and the members’ area of the website.

 

COMMITTEE

ARTICLE 15
The management of The Club will be vested in a Management Committee, herein after referred to as the Committee. The Committee shall be elected from year to year at The Club AGM and their term of office shall commence at the close of the AGM and cease at the close of the next AGM. To become eligible to serve on the Management Committee, a person must have been a Full member for at least 3 years. A Committee Member shall serve no greater than 5 years in any one position on the Committee, including Chairperson. A period of 2 years shall elapse before they are eligible for election to the effected post again.

ARTICLE 16
To become eligible to serve on the Management Committee as Chairperson of The Club, the proposed person must have 5 years Full Membership of The Club and must have completed one term on the Management Committee in any position previously. A person shall only serve as Chairperson for a maximum of 5 years commencing from the date of
their election as Chairperson.

ARTICLE 17
The Committee shall be comprised of members as follows:
Chairperson
Vice-Chairperson
Secretary/Treasurer
Public Relations Officer
The Committee Chairperson and Committee Secretary/Treasurer shall become Directors of the Company during their terms of office. The Company Secretary, Company Registrar and Company Accountancy services will be fulfilled by a professionally qualified provider of such services to be nominated at each AGM. Other Company Directors may be appointed from the management committee as required.

ARTICLE 18
Only one member of a membership unit may serve on committee and only one member per membership unit can serve as a director.

ARTICLE 19
The retiring Chairperson may if required become a non-voting Committee member until the next AGM of The Club but may not hold any of the effected posts referred to in Article 17

ARTICLE 20
The retiring Secretary/Treasurer shall furnish the incoming Secretary/Treasurer with all Club archives on the morning following vacation from position. AGM / EGM minutes are to be furnished to the incoming Secretary/Treasurer within 10 working days of vacation of position.

 

ARTICLE 21
The retiring Secretary/Treasurer shall furnish the entire Club accounts and historical archive to the incoming Secretary/Treasurer within 5 working days of vacation of position. On the morning after the AGM / EGM the outgoing Secretary/Treasurer shall settle the account at the venue before handing control of The Club finances to the incoming Secretary/Treasurer. All necessary documentation to transfer account signatories shall be completed within 5 working days of the AGM / EGM.

ARTICLE 22
All outgoing Committee members shall transfer email passwords, The Club property and intellectual property to the control of the incoming Committee within 5 working days of vacation of position.

ARTICLE 23
Retiring committee members shall return any Club membership lists and remove same from any non-Club electronic device, in compliance with data protection law, immediately upon closure of the AGM / EGM.

 

ARTICLE 24
Following commencement of office, the incoming Committee shall furnish The Club insurers with the required information to transfer the postal address on the policy to reflect the current Committee.

ARTICLE 25
If a vacancy should occur for a Committee member position on the Committee during its term of office the Committee shall, at their discretion, have the power to co-opt a member to serve until the next AGM. However, this shall not apply to the Chairperson’s position which shall be filled by an existing elected Committee member, provided they are not precluded by Articles 15 and 16. A member or committee member being co-opted to fill a nominated position to which a directors’ or company secretary’s duties are attached must consent in advance to such an appointment. The remaining committee/directors shall then appoint him/her a director or secretary until the next AGM.

ARTICLE 26
In the event of 50% plus one of the Committee resigning the Chairperson must convene an EGM in accordance with that specified in the relevant section of Article 41.

ARTICLE 27
The committee shall be in sole control of The Club administrative and financial affairs except that certain responsibilities may be delegated to individual members of the Committee from time to time in order that the day-to-day business of The Club may be efficiently conducted. Neither the Committee as a whole nor any of its members individually shall have the power to borrow or lend money on behalf of The Club or the Company.

 

ARTICLE 28
The Committee shall meet from time to time at the discretion of the Chairperson in consultation with the Secretary to administer the affairs of The Club, but in any case, not less than 3 times in any one period from one AGM to the next AGM. Should greater than 50% of the committee demand a meeting it shall be called within 14 days. At least 7 days’ notice together with an agenda for such meeting must be sent to each Elected/Co-Opted Committee member. At any Committee meeting the agreed quorum of members must be present, providing that one of their numbers be either the Chairperson or Vice-Chairperson. The agreed quorum is greater than 50% of the Committee.

ARTICLE 29
The obligations of the Secretary/Treasurer:
a) At all meetings of The Club the Secretary/Treasurer, or temporary Secretary appointed by the Committee, shall maintain a proper record of the meetings that shall be entered in a Minute Book and retained by the Secretary/Treasurer.
b) At all Committee meetings the Secretary/Treasurer shall provide an account summary of The Club finances and will have the current year’s accounts for the Committee to examine if necessary. If the Secretary/Treasurer is unavailable to attend, the account summary shall be forwarded to the Chairperson for presenting at the meeting and archived.

ARTICLE 30
The Committee shall have the power to appoint sub-Committees, when considered necessary, to examine any matter. Such sub-Committees shall submit their report to the Committee. A sub-Committee shall be constituted from members of the Management Committee and such other paid-up members whose experience would be beneficial to the work of the sub-Committee.

ANNUAL GENERAL MEETING

ARTICLE 31
The Club shall convene an Annual General Meeting not exceeding 15 months after the last AGM. The Secretary/Treasurer shall notify all members of the date, time, and place of any AGM at least 21 days prior to that meeting. The notice must include an agenda for such meeting, all motions to be discussed, year-end financial accounts, list of The Club assets and nomination paper to each paid up member over 18 years of age. With exception as outlined in Article 8.

ARTICLE 32
Nominations for the Committee positions cited in Article 17 must be received by the
Secretary/Treasurer in writing at least 14 days prior to the AGM and must have the consent of the nominees; his/her name must be proposed, seconded, and voted on at the AGM. Nominees for all places on the Committee, together with all nominators, must be fully paid-up full members of The Club. If no nominations are received for a position, then the Chairperson has the right to accept nominations for that position from the floor of the AGM, who will be proposed and seconded by the members at the AGM.

ARTICLE 33
Upon commencement of the AGM/EGM a Director of the Limited Company shall present a report on the company’s financial affairs, providing documentary evidence that the annual returns have been made to the CRO and that all relevant statuary requirements have been fulfilled.

 

ARTICLE 34
Any member upon being elected to the management committee at a general meeting or having been co-opted by the committee to fill a nominated position to which a director’s duties are attached shall sign consent form B10 otherwise their appointment is invalid.

ARTICLE 35
In the event of a change of director or secretary of the limited company, the appropriate
documentation is to be completed immediately after the election or resignation and furnished to the CRO within 5 working days by the company secretary.

ARTICLE 36
Committee members who have any material or pecuniary interest in any business being discussed by committee, shall declare their interest, and withdraw from any vote, the total valid counted vote shall reflect this withdrawal.

ARTICLE 37
The Club financial year-end will be 31st August. At each AGM the Treasurer shall submit a financial report and income/expenditure accounts that must be properly audited by a registered chartered accountant.

ARTICLE 38
All motions submitted for discussion at the AGM must be received by the Secretary/Treasurer, in writing at least 40 days prior to the meeting, acknowledged by the Secretary and responded to prior to publication. To be deemed to be carried any motion that amends this Constitution requires a 75% majority of those present and voting. Should the proposer of the motion not be present at the AGM, the motion may be proposed by another member on the day on behalf of the proposer, with their
consent.

EXTRAORDINARY GENERAL MEETING

ARTICLE 39
The Committee/Directors may call an Extraordinary General Meeting (EGM) of The Club if in their opinion circumstances warrant such action. An EGM must be called by the Secretary/Treasurer on receipt of a communication requesting such an EGM from the members, stating the purpose, and signed by no less than 10% of the members eligible to vote at such EGM. All signatories to the calling of an EGM must be paid up full members, 85% of the signatories to the calling of the EGM must attend to make the meeting valid.

ARTICLE 40
An EGM must be convened within 21 days of receipt of such request and members must be notified at least 14 days before the meeting. The notice to members must specify the place, time and purpose of the meeting and no other business shall be transacted at that meeting.

 

VOTING

ARTICLE 41
The system of voting by secret ballot, for all elections, shall be the straight vote system. In the event of no candidate reaching a majority of votes cast, the candidate receiving the lowest number of votes shall be eliminated and further ballot(s) shall be held between the remaining candidates.

ARTICLE 42
No proxy vote shall be allowed at any Club Committee meeting, AGM or EGM and if a majority of members present wish any question under discussion to be put to a vote by secret ballot, that shall be done, otherwise the matter shall be decided by a show of hands.

ARTICLE 43
At all AGM’s and EGM’s, the Chairperson or in his/her absence the Vice-Chairperson s except that if neither is present, the members present shall elect a Chairperson, for that meeting. At all meetings the Chairperson for that meeting has the power to exercise a second (or casting) vote in the event of equality of votes.

 

ASSETS

ARTICLE 44
All assets owned by The Club shall remain in The Club ownership and shall be reserved for the exclusive benefit of The Club.

ARTICLE 45
In the event of The Club affairs being wound up, for whatever reason, then all money and/or assets belonging to The Club shall be disposed of as decided by the Current Full Members attending an AGM / EGM. A final statement of account must then be prepared in accordance with that decision and the statement distributed to all Current Full Members.

 

OTHER

ARTICLE 46
No member of The Club shall divulge any personal contact details of its members, without their express permission, or make any use thereof except for the official correspondence of The Club.

ARTICLE 47
Electronic messaging, via one or other of the following methods, SMS text, WhatsApp, and email, are an acceptable means of notification of Club business to members.

 

CODE OF CONDUCT FOR PHOENIX MOTORHOME CLUB MEMBERS AND GUESTS.
1. Marshals are responsible for the organisation and running of the rally, all members shall respect their requests or directions.
2. Motorhomes shall be parked with at least 2 meters (or 2 adult paces) of separation between them.
3. All Vehicles including e-bikes and motorbikes shall not exceed 10 kph when moving in the rally site.
4. Bicycles and motorcycles shall not be ridden in such a way as to cause risk or annoyance to other members. Parents or guardians shall be responsible their children’s behaviour in this respect.
5. Playing Hurling, Football or any other games close to or amongst parked vehicles is not permitted.
6. Children shall be always under the supervision of their parents or guardians during the rally.
7. Dogs shall be kept on a lead; any fouling shall be cleaned up immediately. Dogs shall not be exercised on playing pitches.
8. Barbecues or any outside fires may only be used with the permission of the marshals, and/or site Management.
9. Members are expected to carry an in-date Fire Extinguisher and a Fire Blanket in their vehicle.
10. Chemical toilets contents shall be disposed of only at the designated point. Failure to comply will result in mandatory suspension from the Club for a period of one year.
11. Chemical toilets shall not be rinsed out at or near drinking water points.
12. Wastewater shall not be allowed to flow onto the ground and shall disposed of responsibly.
13. Refuse shall be deposited in containers designated by the marshal. Where they are not provided all refuse shall be taken home.
14. Noise caused by singing, shouting, loud music, generators etc., which may be a source of disturbance to others, is not permitted between 23:00 and 09:00.
15. On departure a pitch or parking place shall be left at least as clean as found on arrival.
16. Parking places shall not be reserved for friends except with the permission of the marshal.
17. Children under 18 years of age shall not consume alcohol at any club event.
18. Children under 18 years of age shall not handle cash on behalf of the Club.
19. Collections or draws for any charitable organisation or cause are strictly forbidden at club events.

The Management Committee have published the above CODE OF CONDUCT for the benefit of all members and guests. It should be observed with a spirit of good neighbourliness, a respect for the environment and the health and safety of all.