Constitution of the
NORTHERN IRELAND INTER-FAITH FORUM (“the Association”)
1. The Association’s name is “THE NORTHERN IRELAND INTER-FAITH FORUM”
2. The objects for which the Association is established are:-
2.1 to promote, encourage and develop understanding and dialogue between members of different faith communities in Northern Ireland.
2.2 to provide a channel of communication between representatives of differing faith communities.
2.3 to represent faith communities when advising or collaborating with other organisations on matters relating to faith matters in Northern Ireland
2.4 to advise Government and other appropriate organisations or bodies on faith matters in Northern Ireland
2.5 to encourage and facilitate education and training in matters relating to faith diversity in Northern Ireland
2.6 to organize and promote inter-faith activities and events in Northern Ireland
3. The Association shall have the following powers exercisable in furtherance of its said objects but not otherwise, namely:-
3.1 to establish, subsidise, promote and co-operate, associate and affiliate with, become a member of, act as or appoint agents or delegates for, control, manage, superintend or otherwise assist associations and institutions, incorporated or not incorporated with objects altogether or in part similar to those of the Association, not being a Trade Union
3.2 to establish and support or aid in the establishment and support of local inter-faith groups and activities.
3.4 to purchase, take on, lease or in exchange, hire or otherwise acquire any real or personal property or any rights or privileges which may be necessary or convenient for the promotion of the objects of the Association and to construct, maintain and alter any buildings or erections necessary or convenient for the work of the Association
3.5 to form establish and bring out or assist in bringing out any other company having objects similar or partly similar to those of the Association and to subscribe for and take shares or debentures, bonds or obligations of any such company
3.6 to sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Association as may be thought expedient with a view to the promotion of its objects
3.7 to undertake and execute any trusts which may lawfully be undertaken by the Association and may be conducive to its objects
3.8 to borrow or raise money from both public funding and private sources for the purpose of the Association on such terms and on such security as may be thought fit
3.9 to invest the moneys of the Association not immediately required for its purposes in or upon such investments, securities or property as may be thought fit
3.10 to establish and support or aid in the establishment and support of any charitable associations or institutions and to subscribe or guarantee money for charitable purposes in any way connected with the purpose of the Association or calculated to further its objects
3.11 to draw, make, accept, endorse, issue and negotiate bills of exchange promissory notes and other negotiable instruments
3.12 to apply for and obtain any legislative, municipal or other Acts or authorisations for the purpose of enabling the Association to carry any of its objects into effect or of effecting any modification of the Association’s constitution, or for any other purpose which may be considered expedient and to oppose any proceedings or actions which may be considered calculated directly or indirectly to prejudice the Association’s interests
3.13 to pay all expense of and incidental to the incorporation and establishment of the Association; and
3.14 to do all such other things as are incidental or conducive to the attainment of the above objects or any of them in any part of the world
4. The income and property of the Association, whencesoever derived, shall be applied solely towards the promotion of the objects of the Association as set forth in this Memorandum of Association and no portion thereof 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 Association
PROVIDED THAT nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Association in return for any services actually rendered to the Association. No member of the Executive Committee shall be appointed to any salaried office of the Association and no remuneration or other benefit in money or money’s worth shall be given by the Association to any member of the Executive Committee, except repayment of out-of-pocket expenses.
5.1 The number of members with which the Association proposes to be registered is unlimited.
5.2 The subscribers to the Memorandum of Association of the Association and such other persons as are admitted to membership in accordance with the
articles shall be members of the Association
5.3 Members shall be entitled to exercise all rights and shall be subject to all liabilities conferred by statute or by these presents or the Memorandum of Association of the Association or specified in a resolution made by the Executive Committee.
5.4 The first members of the Association shall be the subscribers to the Memorandum of Association
6. Officers and the Executive Committee Directors
6.1 Subject to 4.2 below, the Directors of the Association for the purposes of the Companies Northern Ireland Order 1986 shall be the members of the Executive Committee.
6.2 The Directors of the Association immediately following the adoption of these Articles (“the First Directors”) shall be the persons serving as members of the Executive Committee of the unincorporated association known as “the Northern Ireland Inter-Faith Forum”, immediately prior to the dissolution of that unincorporated association.
6.3 The First Directors shall hold office from the date when they become directors in accordance with 4.2 above, until the AGM of the Association immediately succeeding the Inaugural General Meeting of the Association referred to in 5.1 below. At this AGM all the First Directors shall retire, to be replaced by the members of the Executive Committee, elected at the AGM.
7.4 The Officers shall be appointed by the Executive Committee at the first meeting of the Executive Committee following the AGM annually.
7.5 The Officers shall consist of:-
1 a Chairman;
2 a Vice Chairman; and
3 an Honorary Secretary; and
4 an Honorary Treasurer.
7.6 The Chairman and Vice Chairman shall be eligible for re-appointment for up to three consecutive years and the Honorary Secretary and Honorary Treasurer shall be eligible for re-appointment for up to five consecutive years.
The Executive Committee
7.7 The Executive Committee will be responsible for creating and implementing the policies and managing the resources of the Association
7.8 The Executive Committee shall consist of Elected and Co-opted Members appointed as follows:-
7.8.1 Elected members – Up to ten members will be elected at the AGM
7.8.2 Co-opted Members – The Executive Committee may co-opt not more than five additional members of Executive Committee who shall be Members of the Forum for specific purposes or to ensure broad representation from various faith communities.
7.9 The initial members of the Executive Committee shall be the members of the Executive Committee of the unincorporated association known as “The Northern Ireland Inter-Faith Forum” as at the date of incorporation of the Association. Such members shall retire from the Executive Committee at the first AGM following the Inaugural Meeting.
7.10 Meetings of the Executive Committee shall be called according to the amount and urgency of the business to be transacted. There shall be at least three meetings each year.
7.11 Voting at meetings of the Executive Committee will be by a simple majority and voting at any meeting shall be by show of hands, each member of the Executive Committee present having one vote. The Chairman shall have a second and casting vote
7.12 Four members of the Executive Committee will form a quorum at a meeting of the Executive Committee
7.13 The Honorary Secretary shall ensure that the proceedings of the Executive Committee shall be recorded and copies of the minutes shall be circulated to members of the Executive Committee
7.14 The Honorary Treasurer shall ensure that the finances of the Association are properly accounted for and shall be responsible for the management of the bank account or accounts and for preparing a finance report to the AGM.
7.15 The Executive Committee shall be empowered to set up such standing sub-committees, ad hoc sub-committees and working parties as may be required
8. General Meetings
8.1 The Association shall hold an inaugural general meeting in May 2009 at which the assumption as the First Directors of those individuals referred to in 4.2 above shall be ratified
8.2 The annual general meeting (“AGM”) of the Association will be held not later than the last Saturday of April in each year or within 18 months of the previous AGM.
8.3 An extraordinary general meeting:-
8.3.1 may be called by the Executive Committee; and
8.3.2 shall be called by the Executive Committee within six weeks of a requisition from at least ten Members. Any such requisition must state the terms of a resolution or resolutions capable of being voted upon at the meeting and must be accompanied by evidence of the qualification of the requisitionists to make the requisition.
8.4 Each Member is entitled to attend the AGM or general meeting and shall have one vote
8.5 Notice of any general meeting together with an agenda, specifying in r
reasonable detail the business to be dealt with at the meeting and the terms of any resolution to be voted upon, will be sent to all Members at least 10 days before the date of any general meeting.
8.6 Any resolution for inclusion in the notice of the AGM must be submitted in writing to the Honorary Secretary not later than three weeks prior to the meeting.
8.7 Twenty persons present and entitled to vote shall form a quorum at any general meeting
9. Proceedings at general meetings
9.1 The words in sub-paragraph (b) of regulation 38 shall be omitted
9.2 The words “and at any separate meeting of the holders of any class of shares in the company” shall be omitted from regulation 44 of Table A.
9.3 Paragraph (d) of regulation 46 of Table A shall be omitted.
9.4 The Chairman of the Executive Committee whom failing the Vice Chairman of the Executive Committee shall be the Chairman of any general meeting. If neither the Chairman nor the Vice Chairman of the Executive Committee is present at the meeting those persons present shall elect a chairman from among their number by simple majority on a show of hands. There shall be no ballot on any resolution to appoint a chairman.
9.5 Voting at any general meeting shall (subject always to the terms of the Companies (Northern Ireland) Order 1986 be by simple majority and shall unless a ballot is requested, be by show of hands, each person present and entitled to vote having one vote. In the event of an equality of votes the Chairman shall have a second and casting vote.
10.1 The decision to dissolve the Forum shall be made by a resolution passed by not less than two-thirds of the membership, at a meeting specially called for that purpose. At least two weeks' notice shall be given to all members, in writing, of such a meeting.
10.2 In the event of dissolution, the assets of the Forum shall be transferred to such other charity or charities as having objects similar to those of the Forum.