Kevin Kerr, our Membership Secretary, is happy to respond to any email enquiries about our Association or about Humanism in general.
Please email Kevin at email@example.com 02891450990
For more information about subscriptions, contact Sidney Ewing at firstname.lastname@example.org 02890760002
For more information about ceremonies, contact Myrtle Ewing at email@example.com 02890760002
For press and other media enquiries, contact Shelley Leggett at firstname.lastname@example.org 02890628635
For letters etc to Humanism Ireland, contact Brian McClinton at email@example.com 02892677264
Aims of the Humanist Association of Northern Ireland
COMPANIES (NORTHERN IRELAND) ORDERS 1986 TO 1990
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION
HUMANIST ASSOCIATION OF NORTHERN IRELAND LIMITED
The Regulations contained in Table A, as applied by Table C, of the Companies (Tables A to F) Regulations (Northern Ireland) 1986 shall apply to the Company save insofar as they are excluded or verified hereby.
In these Articles: -
“The Act” means the Companies (Northern Ireland) Orders 1986 to 1990.
“The Directors” means the Directors for the time being of the Company or the Directors present at a meeting of the Board of Directors and includes any person occupying the position of Director by whatever name called.
“The Board” means The Directors of the Company.
“Secretary” means any person appointed to perform the duties of the Secretary of the Company.
“The Seal” means the Common Seal of the Company.
“The Office” means the Registered Office for the time being of the Company.
“Simple majority” means a plurality of votes cast.
Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and any other modes of representing or reproducing words in a visible form.
Unless the contrary intention appears, words or expressions contained in these Articles shall bear the same meaning as in the Act, or any statutory modification thereof in force at the date at which these Articles become binding on the Company.
Words importing the singular shall include the plural and vice versa.
Words importing the male shall include the female and vice versa.
1. The subscribers to the Memorandum and Articles of Association of the Company and such other persons as are admitted to membership in accordance with the Articles shall be members of the Company. No person shall be admitted as a member of the Company unless he is approved by the Directors. Every person who wishes to become a member shall deliver to the Company an application for membership, in such form as the Directors require, executed by him.
2. Membership of the Company shall consist of the following classes: -
(i) Full Members: a full member being any person who, in the opinion of the Directors, satisfies the membership criteria agreed by the Company, and who, upon payment of the appropriate subscription, becomes a member of the Company and only ceases to be a member in accordance with the provisions of these Articles. Subscriptions may also be paid by Standing Order or Direct Debit to the Company Banking Account. For the avoidance of doubt, members are welcome to pay more than the minimum Subscription required if they so wish.
(ii) Life Members: a life member being any person who, in the opinion of the Directors, satisfies the membership criteria agreed by the Company, and who upon payment of an appropriate subscription, or who, in the opinion of the Directors, shall, because of service of particular value to Humanism, be admitted as a life member without such payment. A life member shall only cease to be a member of the Company in accordance with these Articles.
3. Full and Life members shall be entitled to attend and vote at Annual and Extraordinary General Meetings of the Company subject to the provisions of these Articles. For the avoidance of doubt any Full member of the Company whose Membership Subscription is or has become more than six months in arrear shall not be entitled to be notified of, or to attend or vote at any Annual General Meeting or any Extraordinary General Meeting of the Company unless his or her arrears of Membership Subscription shall have been paid in full before the date of such Meeting.
4. Only Full and Life members may be Directors of the Company.
5. A Special Resolution of the Company may vary the membership criteria and the rights and liabilities attaching to any member of the Company at any time.
6. The Directors shall be entitled from time to time to determine the level of annual subscriptions to be payable by members and the level of annual subscription so determined shall take effect from the 1st June following such determination. The Directors may, in their absolute discretion, determine different levels of subscription applying to any one member or potential member, taking into account such member or potential member’s differing circumstances, or for promotional reasons.
7. The Company’s Accounting year-end shall run from 1st June in one calendar year until 31st May in the next. Annual subscriptions for any accounting year beginning on 1st June shall be due on that date.
8. Prospective members admitted to membership during the Company’s Accounting year may pay a Subscription in that year appropriate to the remaining portion of the Company’s Accounting year.
RESIGNATION, CESSATION AND EXPULSION FROM MEMBERSHIP
9. A member of any class may by notice in writing to the Secretary of the Company resign his or her membership of the Company. Such resignation shall be deemed to take effect immediately on receipt of the letter of resignation by the Secretary of the Company. A person whose membership of the Company ceases by reason of resignation shall not be entitled to a refund of subscriptions paid. Such person may re-apply for membership of the Company and may be readmitted at the discretion of the Directors and may, as a condition of such readmittance, be required to pay all subscriptions due at the time he or she ceased to be a member of the Company.
10. Membership of the Company shall automatically cease on a member’s death.
11. A member whose subscription has not been paid within six months of the date on which it became due under these Articles shall, unless the Directors decide otherwise, cease to be a member of the Company two months after the giving to that member of notice in writing from the Directors advising such member that he or she is in arrears, and the amount of such arrears, and that unless within that two months, he or she has paid all outstanding subscriptions. The onus of proof that such notice was not received shall rest with the member to whom it was given. A person whose membership has ceased by reason of non-payment of prescribed subscriptions shall be eligible to re-apply for membership in the manner set out in these Articles but, at the discretion of the Directors, may be required as a condition of being re-admitted to membership of the Company, to pay all subscriptions due at the time he or she ceased to be a member of the Company.
12. If any member shall refuse or wilfully neglect to comply with these Articles, or shall have been guilty of such conduct as in the opinion of the Directors shall have rendered him or her unfit to remain a member of the Company, or if the Directors shall for any other good reason require that a member be expelled, such member may by a Resolution of the Company be expelled from membership, provided that he or she shall have been given notice of the intended Resolution for his or her expulsion and shall have been afforded an opportunity of giving ,orally or in writing to the Directors, any explanation or defence as he or she may think fit. Notice under this article shall be deemed to have been served if it is sent by post to his or her registered address as a member of the Company and whether or not it is actually received by the member intended to be served with such notice.
THE BOARD OF DIRECTORS
13. The executive authority of the Company shall be vested in the Directors, collectively the Board of Directors or the Board, which shall be composed of a Chairperson, Secretary, Director of Finance, and may include other Directors as required such as Editor of the Magazine; Director of Membership; Ceremonies Coordinator, and two other Directors.
14. The names of the first Directors, and the appointment of the first Officers shall be determined by the subscribers of the Memorandum of Association or a majority of them.
15. Without prejudice to Article 14, Directors shall be elected by the Members at an Annual General Meeting or otherwise appointed as provided for in these Articles.
16. If any position on the Board becomes vacant during the year, the Directors may appoint a temporary Director until the next Annual General meeting. The Directors may also co-opt the services of any other Member for the remainder of the current year, as the needs of the Company require.
APPOINTMENT AND DUTIES OF TITLED OFFICERS
17. The titled officers shall be appointed as follows: -
The members shall elect a Chairperson for such term and upon such conditions as they think fit: and they may remove any person so appointed. The Chairperson shall serve as Chairperson of the Board of Directors in accordance with the provisions of these Articles and exercise all other powers, functions and duties conferred on the Chairperson by or in accordance with these Articles.
The members shall elect the Secretary for such term and upon such conditions as they think fit: and they may remove any person so appointed. The Secretary shall record the actions of the Directors and all meetings of the Board of Directors: she or he may appoint a Minute Secretary to act under her or his direction for this purpose. The Secretary shall report annually to the Annual General Meeting, and shall perform such other duties as may be assigned to her or him by the Directors or as required by law.
(iii) Director of Finance
The members shall elect the Director of Finance for such term and upon such conditions as they think fit: and they may remove any person so appointed. The Director of Finance shall supervise the receipt of all funds and, under the direction of the Directors, be responsible for the disbursement of all funds of the Company: any cheques given by the Company shall be signed by any two of the Directors approved by the Board as co-signatories. The Director of Finance shall be responsible for the receipt of all subscriptions, notification of subscriptions due and reporting arrears of subscriptions to the Board. He shall prepare Accounts annually shortly after the Company’s Accounting Year to 31 May ends, in such form as the Board may require, and shall lay them before the Board for approval and before the members at the Annual General Meeting. The Director of Finance shall report annually to the Annual General Meeting, and shall perform such other duties as may be assigned to her or him by the Directors.
(iv) Director of Membership
The members may elect a Director of Membership for such term and upon such conditions as they think fit: and they may remove any person so appointed. The Director of Membership shall be responsible for the maintenance of membership lists, report annually to the Annual General Meeting and perform such other duties as may be assigned to her or him by the Directors.
(v) Editor of the Official Journal of the Company
The members may elect the Editor of the Official Journal of the Company for such term and upon such conditions as they think fit: they may remove any person so appointed. The Editor shall be responsible, under the direction of the Directors, for editing the Official Journal of the Company in accordance with a budget agreed by the Directors: he may appoint an Assistant Editor from the Directors. The Editor shall make every effort to maintain high standards of writing and publication, and to ensure wide circulation and shall perform such other duties as may be assigned to her or him by the Directors.
(vi) Ceremonies Co-ordinator
The members may elect the Ceremonies Co-ordinator for such term and upon such conditions as they think fit; they may remove any person so appointed.
The Ceremonies Co-ordinator should be a ceremonies officiant who has been trained by the British Humanist Association. She shall be responsible for arranging for the training of officiants and for an officiant to conduct ceremonies where this is possible and appropriate.
18.The Company may be affiliated to such other Humanist-related National or International Organisations as are approved by the members of the Company at any meeting of the members.
19. The Directors shall cause minutes to be made in books provided for the purpose: -
a. Of all elections of officers made by the members;
b. Of the names of the Directors present at each meeting of the Directors and of any committee of the Directors;
c. Of all resolutions and proceedings at all meetings of the Company, and the Directors, and of committees of Directors.
PROCEEDINGS OF DIRECTORS
20. The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit, any such meeting being a meeting of the Board of Directors. Questions arising at any meeting shall be decided by a majority of votes. Where there is an equality of votes the Chairperson shall have a second or casting vote. The Chairperson or a minimum of four Directors may at any time summon a meeting of the Directors.
21. The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed shall be three.
22. The Directors may delegate any of their powers to committees consisting of such member or members of the Board of Directors, or any member of the Company, as they think fit; any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Directors.
23. All General meetings of the Company shall be held in Northern Ireland.
24. (i) Subject to sub-paragraph (ii) below, the Company shall in each year hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year and shall specify the meeting as such in notices calling it; and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Company and the next.
(ii) So long as the Company holds its first Annual General Meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year. Subject to Article 25, the Annual General Meeting shall be held at such time and in such place in Northern Ireland as the Directors shall appoint.
25. All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.
26. The Directors shall proceed to convene an Extraordinary General Meeting within four weeks of receipt by them of a written request for the holding of such a meeting, such request being signed by no less than fifteen of the Members of the Company.
27. No business shall be transacted at any General Meeting unless a quorum of Full or Life Members is present at the time when the Meeting proceeds to business; save as herein otherwise provided, seven Full or Life Members present in person shall be a quorum.
28. At any General Meeting a resolution put to the vote of the Meeting shall be, subject to these Articles, decided on a show of hands.
29. Where there is an equality of votes the Chairperson of the Meeting at which the show of hands takes place shall be entitled to a second or casting vote.
30. Any objection to the qualification of any person present at any General Meeting to vote on any resolution put to the vote at that General meeting shall be made before such vote is taken. Any such objection made in due time shall be referred to the Chairperson of the Meeting whose decision shall be final and conclusive.
31. Votes, subject to these Articles, shall be given personally.
ROTATION OF DIRECTORS
32. At the first Annual General Meeting of the Company, all the Directors shall retire from office. Any such retiring Director shall be eligible for re-election.
33. At subsequent Annual General Meetings any Director who has been in post for three years shall retire but shall be eligible for re-election.
34. Any Full or Life Member, entitled to vote at an Annual General Meeting in accordance with these Articles, may propose any Member for election as a Director provided the Member being proposed has signified his or her agreement to the proposal. Any such proposal should be made in writing to the Company Secretary at least three days before the date of the Meeting but may, at the discretion of the Chairman of the Meeting, be admitted if made at the Meeting before voting for such election takes place.
35. The Company shall maintain a Banking Account in its name at a Bank and Branch to be decided by the Directors.
36. All Monies received by or on behalf of the Company shall be lodged to the banking account referred to at Article 35 above and all expenditure by or on behalf of the Company shall be drawn on that banking account. Any funds considered by the Directors to be surplus to early requirement by the Company may be withdrawn from the Company Bank Account referred to at Para. 35 above and invested in an alternative account until required for the Company’s business. Any such decisions shall be made by the Board and taken at a meeting of Directors.
37. Cheques or other instruments drawn on the banking account referred to at Article 35 above and drawn under the provisions of Article 36 above shall be signed by any two of the Directors nominated by the Board for that purpose and submitted in the required form to the Company’s Bank for the purpose of accepting such cheques or other instruments.
38.The Directors shall cause proper books of account to be kept relating to: -
i. all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure takes place;
ii. all sales and purchase of goods by the Company; and
iii. the assets and liabilities of the Company.
Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.
39. The books shall be kept at the address of the Finance Director of the Company or such other place as the Directors think fit, and shall at all reasonable times be open to the inspection of the Directors.
40. The Directors shall from time to time determine whether and to what extent and at what times and places, and under what conditions or regulations, the accounts and books of the Company, or any of them, shall be open to the inspection of Members (not being a Director).
41. As the Company is not by its nature or scale required under the Act to appoint an Auditor to audit its accounts, the Directors shall appoint a Director, not being the Finance Director, and two Members not being Directors, to examine the accounts as prepared and to have access to all books, records and supporting documentation as they deem necessary to enable them to carry out this function, and to sign an appropriate certificate to the accounts, or to report to the Directors as the case may be.
42. Such certified accounts or report shall be laid before the Directors before the calling of the Annual General Meeting. A copy shall be sent to each Member with the notification of the date, time and place of the Annual General Meeting.
43. Such certified accounts or report shall be laid before the Annual General Meeting with a proposal that they be formally adopted as the accounts of the Company for the Company’s Accounting Year ended last before the Annual General Meeting, and approved for submission to the Companies Registry Office in accordance with the Act.
44. A notice may be given by the Company to any Member entitled to receive such notice in accordance with these Articles, either personally or by post to his or her last known private address.
Where a notice is sent by post, it shall be deemed to have been properly served if properly addressed, stamped and posted. In the case of a notice of a General Meeting of the Company it shall be deemed to have been effectively given 48 hours after the letter containing the notice has been posted by second class post.
Names and Addresses of Subscribers: -
1. James Brian McClinton, 25 Riverside Drive, Lisburn, Co. Antrim BT27 4HE
2. Alan Leslie Watson, 34 The Cutts, Derriaghy, Belfast BT17 9HN
3. Robert Sidney Thompson Ewing CBE, 10 Castlehill Park West, Belfast BT4 3GT
4. Myrtle Josephine Ewing, 10 Castlehill Park West, Belfast BT4 3GT
I, being a person independent of the Company, hereby witness and attest to these Articles of Association and to the Subscribers listed above.
Name: Claire McKibbon
Address: Elliott Duffy Garrett, Solicitors, Royston House, 34 Upper Queen St., Belfast BT1 6FD
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