Memorandum

Women’s Commission Of Cycling Ireland

  1. The name of the Comission is ‘The Women’s Commission’
  2. The main object for which the Commission is established is to encourage and develop women’s cycling on the island of Ireland including but not exclusively racing and leisure cycling.  
  3. To apply for and accept a budget from the governing body (Cycling Ireland) , and to manage and dispose of (so far as permitted by law) to advance the progress of women’s cycling in Ireland.
  4. The income and property of the Commission shall be applied solely towards the promotion of its main object as set forth in this Memorandum. No portion of the Commissions Budget or 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 Commission. 
  5. No Member of the Women’s Commission shall be appointed to any Role of the Commission paid by salary or fees, or receive any remuneration or other benefit in money or money’s worth from the Commission. However, nothing shall prevent any payment in good faith by the Commission of:

a. reasonable and proper remuneration to any member of the Commission for any

services rendered to the Commission.

b. reasonable and proper out-of-pocket expenses incurred by any Member in connection with their attendance to any matter affecting the Commission.

 

ARTICLES OF ASSOCIATION

As a member of the UCI the Commission recognises its obligations to comply with the Regulations of the UCI.

 

GENERAL MEETINGS

a. A General Meeting of the Commission shall be held in every calendar year not later than the 30th of November at such a place as the Committee shall determine.  Such meetings shall be called Annual General Meetings and all other general meetings shall be called Extraordinary General Meetings.

b. At all General Meetings:

i. Delegates from 5% of Cycling Ireland Affiliated Clubs present and entitled to vote shall be a quorum.

ii. Affiliated Clubs registered with Cycling Ireland for at least six months prior to the date on which the General Meeting is due to take place shall be entitled to vote.  

iii. There shall be no voting by proxy.

iv. The Chair shall have a casting vote in addition to their right to vote as a Committee Member.

The business of the Annual General Meeting shall be:

a. To consider the minutes of the previous Annual General Meeting or any EGM held in the interim period.

b. To receive and consider the Commissions Report annexed to the annual accounts of the Commission.

c.  To elect members of the Commission, 

d.  Notice, in writing, of motions for discussion shall have been emailled to the Commission in advance (50 Days) of the AGM.

  

Upon deciding on a date for the holding of an AGM in any year, the following procedure shall apply:

a. 90 Clear Days in advance of the date for holding the AGM the Secretary will send a post a notice on the Official Website & Social Media that the date has been set for the AGM and the date shall be specified in that preliminary notice. This notice shall invite from Affiliated Members   motions in the format prescribed by the Commission.

b. any motion or nomination shall be notified to the Secretary in writing not less than 50 Clear Days before the date for holding of the AGM (the Prescribed Time). Each such motion in the  notified to the Secretary within the Prescribed Time will deal with one subject only;

c. the Commission Committee shall then review all motions received by the Secretary within the Prescribed Time. The Committee will be entitled before the AGM date to liaise with Affiliated Members (the Proposers who have submitted any motions which the Committee deem to be unclear or ambiguous (Ambiguous Motions). The Committee will endeavour to clarify the content of all Ambiguous Motions in consultation with the Proposers of such Ambiguous Motions so that clear and understandable motions are capable of being presented and voted on at the AGM;

d. the Commission Secretary shall then arrange for the final AGM agenda to be prepared and furnished to each member at the AGM. 

The Commission may convene an Extraordinary General Meeting at such time and place and for such purpose as it thinks fit. The Commission shall convene an Extraordinary General Meeting within twenty-one Clear Days of Notice.  

The Notice shall state the purpose for which the meeting is being convened which may be for any purpose except for the transaction of business reserved to the Annual General Meeting. The Notice shall be signed by any two of the following officers, the Chair, the Secretary or the Treasurer of the Women’s Commission, and shall represent a combined total of not less than 10% of Cycling Ireland members.

                         

The agenda for an extraordinary general meeting shall be sent out with the notice therefore and shall specify the general nature of the business of such meeting. The date of receipt of the notice shall be deemed to be two working days following posting or delivery thereof and this date shall commence the notice period but shall exclude the day of the meeting. An extraordinary general meeting may be convened immediately following the Annual General Meeting by giving the notice in the manner specified above or where three quarters of those members present and entitled to vote pass a resolution to hold such a meeting.

PROCEEDINGS AT GENERAL MEETINGS

Conduct of the meeting

a. No business shall be transacted at any general meeting

  

unless:

a quorum be present when the meeting proceeds to business. If within half an hour from the time appointed for the meeting a quorum be not present, the meeting, if convened on the requisition of members of the Commission shall be dissolved. In any other case, if a quorum as above defined be not present within forty five minutes from the time appointed for holding a meeting, the members present shall be a quorum.

b. The Chair, (“the Chair”) will lead at every General Meeting of the Commission.

c. If at any meeting, either the Chair or Secretary is not present within fifteen minutes after the time appointed for holding the meeting or if none of them are willing to act as Chair, the members present shall choose one of their number to be Chair.

d. The Chair may with the consent at any meeting at which a quorum is present during 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.

e. If at such adjourned meeting a quorum be not present, those members entitled to vote and being present shall be deemed to be a quorum and may do all the business which a full quorum might have done.

Voting on a poll:

i. At any General Meeting every question shall be decided in the first instance by a majority of votes or a show of hands unless a poll be demanded.

ii. At any General Meeting a motion 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 Chair; or

b. by at least three members present in person and eligible to vote (Cycling Ireland Members).

iii. Unless a poll is so demanded, a declaration by the Chair that the resolution has on a show of hands been carried or carried unanimously or by a particular majority or lost, an entry to that effect in the book containing the Minutes of the proceedings of the Commission shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

iv. The demand for a poll may be withdrawn.

v.  if a poll is duly demanded it shall be taken in such manner as the Chair directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

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

vii. The poll, demanded on the election of a Chair, 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 Chair of the meeting directs, any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

                       

VOTING AT GENERAL MEETINGS

 Affiliated Members, 

a) Every Club is entitled to have two Voting Delegates attend at any Annual General Meeting of the Women’s Commission;

b)  All nominated Delegates who for the avoidance of doubt must present themselves to the Secretary and advise that they are representing at that General Meeting, prior to the commencement of that General Meeting.

 

In addition, those casting votes must be at least 18 years old as at the date of the General Meeting.

 

THE WOMEN’S COMMISSION

 

a) The Commission shall be governed by the Committee, who will exercise

the powers not reserved to General Meetings. The Commission shall comprise of up to ten persons, six of whom shall be elected and who will be members.

b) The Committee will have the power to co-opt up to four persons with specialist skills ( 

c) Any Commission Member appointed to a Role may be removed by a resolution to this effect passed by the Committee. Any Committee Member appointed under the category shall not be entitled to vote on any such resolution for the removal as a Committee Member of a person of that category.

d) The Commission should ensure to the greatest possible extent that at all times the majority of the Commission Members is female.

 

There shall be three executive posts namely, Chairperson, Secretary and Treasurer  

Persons whom it is intended putting forward for election to the executive posts of Chairperson, Secretary and Treasurer shall be nominated as standing for election for each such respective post. The Chairperson, Secretary and Treasurer shall be elected by the Annual General Meeting to fill each of those posts

 

A person appointed to the Committee shall occupy that position for a Term of two years or until he shall resign or cease to be a Commission Member.

 

In the event of a casual vacancy occurring on the Commission , the Committee may co-opt a member to fill such a vacancy. A person so co-opted shall serve for the remaining Term of the person they replace.

The Commission shall meet at least once every three months 

 

CHAIRPERSON:

The duties of the Chairperson shall include (but not be limited to) leading & liaising with the Commission on the day-to- day management of the Women’s Commission , the Secretary and any relevant sub-committees on other matters as appropriate.

                             

THE TREASURER

Subject to the duties of the Committee, the Treasurer shall be a person with such accounting expertise as satisfying criteria as determined by the Committee, who shall monitor all income and expenditure of the Commission, bank statements, accruals and prepayments, funding,  the financial records of the Commission, budget preparation and reporting and shall make a report at meetings of the Commission and AGMs where appropriate on all financial matters of the Women’s Commission.

                             

THE SECRETARY

The Secretary shall be a person with the necessary organisational skills and knowledge to act as Secretary. The Secretary’s duties should assist with issuing notices and agenda of all meetings of the Commission within the appropriate time limits, recording minutes of all meetings , attending to correspondence as Secretary , carrying out all such other administrative and management duties as the office of  Secretary requires from time to time, and any other duties assigned to the Secretary from time to time.