Constitution and Rules

Updated January 2022

1. The Association shall be known as Johnstown Tidy Towns Association.

2. The objects of the Association shall be to develop the cultural, social, industrial, commercial, environmental and tourism life of the Johnstown Area.

3. The Association shall not discriminate on grounds of gender, race, religion, or politics.

4. Committee Membership shall be open to all who support the objectives of the Association, who are willing to abide by the rules and who pay an annual membership fee of minimum €2.00. Public membership is free.

5. The Association may delegate powers to Committees. Any Committee so formed shall, in the exercise of powers so delegated, conform to any regulations that may be imposed on it by the Association. In turn, the Committee may appoint Sub-Committees to deal with any specific branch of its work. Any Sub-Committee will consist of not less than two people.

6. The Officers of the Association shall be; Chairperson, Vice Chairperson, Secretary, Asst. Secretary, Two Treasurers and two Executive Members, all of whom shall be members of the Association. These officers shall be the Executive Committee. This Committee shall undertake daily management decisions in the interest of the Association. The Executive Committee of Six will have a Quorum of Four.

7. The Officers shall be elected at the Annual General Meeting.

8. No-one may preside at his/her own election. The following procedure shall apply; Nominations for all officers shall be made known in writing to the Secretary before the Annual General Meeting. Two scrutineers shall be appointed from those not seeking office and they shall count the votes and report the results to the presiding Chairperson. A candidate who has a majority of those present and voting shall be elected. If there are more than two candidates of whom none has an overall majority, the person with the lowest number of votes shall be eliminated and another ballot shall be held. This procedure shall continue until one candidate has a majority of those present and voting. If any Officer vacates their position, the monthly meeting may appoint a member to hold office until the next Annual General Meeting.

9. Any member who has held office is eligible for re-election to that same office.

10. The Chairperson shall ensure that the minutes are recorded, and their accuracy shall be confirmed by adoption thereof at each subsequent meeting.

11. A meeting shall be held once a month. Six members shall form a Quorum. A register of attendance shall be kept by the Secretary.

12. The Chairperson may call a special meeting when necessary, or at the request of six members. When a special meeting is requested by members, seven clear days of notice of the meeting with a copy of the agenda, must be sent or given to every member.

13. The Treasurer shall keep a full and accurate account of all monies received and all monies received shall be lodged to a bank account or Credit Union account. They shall submit a financial report to the monthly meeting. They shall also submit a written statement of the annual accounts to the Annual General meeting.

14. The Association may authorise the Executive Committee to spend money or to make payments on behalf of the Association subject to limits which it shall determine and deem advisable from time to time. Nothing in this rule may be construed as giving authority to the Executive committee to make payments contrary to rules 15 and 16.

15. Limits & Approvals: Purchases not exceeding €150.00 may be incurred without committee approval as long as the expenditure is directly related to the annual workplan and receipts are submitted at the next meeting for reimbursement. Expenditures exceeding €150.00 or supplementary to the work plan must have prior approval by the Treasurer and one other Officer of the Association. The Association adopts a shop local stratgey and Officers should attempt to source materials locally first.

16. The Association shall not, under any circumstances, make any presentation or gift to any person or persons from its funds.

17. Any request for a subscription or donation from another organisation must be submitted to a monthly meeting of the Association. The members present may reject the application or adjourn for further consideration at the next monthly meeting. No payment in full, or in part shall be made unless three fourths of those present and entitled to vote approve such payment.

18. No articles of this constitution shall be altered, amended, or rescinded except by three fourths majority of those voting at an Annual General Meeting or E.G.M. of which seven days notice of the meeting and the proposed Constitution alteration shall have been given.

19. No member shall be entitled to vote at any meeting, or hold office, unless they have attended at least three meetings of the Association during the previous twelve months, A.G.M. or E.G.M. not to count.

20. No Officer, member or Committee shall issue any circular, communication or report to the Media relating to the Association, unless such circular or report has been sanctioned by the Association at its monthly meeting, or by its Executive Committee. This does not preclude the Chairperson or Secretary from issuing any communication to the members.

21. No member shall claim to represent the Association without the Association’s express permission.

22. The Committee will review the Constitution & Rules and the group’s legal form every three years to ensure all items are relevant.

23. Board members have a duty to maintain the confidentiality of group meetings & issues at all times.

24. Generally, gifts or hospitality should not be received by board members when representing Johnstown Tidy Towns. The only exception being when the gifts or hospitality are accepted as a contribution to the group as a whole (for example, as a prize contribution for a quiz night) and does not jeopardise the integrity of the group. All such contributions must be advised to the Board at the next group meeting.

25. Occasionally, a project or event proposed by the Group may impact on an individual member’s interests or loyalties. If the member feels this may be the case, they have a responsibility to raise their possible concerns with the Board.

26. Each Board member has duty not to damage the reputation of the group.

27. Income & Property: The income and property of the Association shall be applied solely towards the promotion of main objects as set forth in this Constitution. No portion of the Association’s income and property shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsever by way of profit to members of the Association. No trustee* shall be appointed to any office of the Association paid by salary or fees, or receive any remuneration or other benefit in money or money’s worth from the Association. However, nothing shall prevent any payment in good faith by the Association of:

a) reasonable and proper remuneration to any member or servant of the Association (not being a charity trustee) for any services rendered to the Association;

b) interest at a rate not exceeding 1% above the Euro Interbank Offered Rate (Euribor) per annum on money lent by charity trustees or other members of the Association to the Association.

c) reasonable and proper rent for premises demised and and let by any member of the Association (including any charity trustee) to the Association.

d) reasonable and proper out-of-pocket expenses incurred by any charity trustee in connection with their attendance to any matter affecting the Association.

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

f) Nothing shall prevent any payment by the Association to a person pursuant to an agreement entered into in compliance with section 89 of the Charities Act 2009 (as for the time being amended, extended or replaced).

*charity trustee as defined by section 2(1) of the Charities Act, 2009.

28. Additions, alterations or amendments: The Association must ensure the Charities Regulator has a copy of its most recent governing instrument. If it is proposed to make an amendment to the governing instrument of the Association which requires the prior approval of the Charities Regulator, advance notice in writing of the proposed changes must be given to the Charities Regulator for approval, and the amendment shall not take effect until such approval is received.

29. Winding-up: If upon winding up or dissolution of the Association there remains, after satisfaction of all debts and liabilities, any property whatsever, it shall not be paid to or distributed among the members of the Association. Instead, such property shall be given or transferred to some other charitable institution or institutions having main objects similar to the main objects of the Association. The institution or institutions to which the property is to be given or transferred shall prohibit the distribution of their income and property among their members to an extent at least as great as is imposed on the Association under or by virtue of Clause 27 hereof. Members of the Association shall select the relevant institution or institutions at or before the time of dissolution, and if and so far as effect cannot be given to such provisions, then the property shall be given or transferred to some charitable object with the agreement of the Charities Regulator. Final accounts will be prepared and submitted that will include a section that identified and values any assets transferred along with the details of the recipients and the terms of the transfer.

30. Powers: The Association shall have the following powers which are exclusively subsidary and ancillary to the main objects and which powers may only be exercised in promoting the main objects. Any income generated by the exercise of these powers is to be applied to the promotion of the main objects.

30.1. To make application on behalf of the Association to any authority, whether governmental, local, philanthropic or otherwise, for financial funding of any kind.

30.2. To open one or more bank accounts and to draw, accept, make, endorse, discount, execute, issue and negotiate bills of exchange, promissary notes, bills of lading, warrants, debentures and other negotiable or transferable instruments.