Cert. No. 441154
COMPANIES ACTS, 1963 to 2013
COMPANY LIMITED BY GUARANTEE AND
NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION
OF
THE CORPORATE GOVERNANCE
ASSOCIATION OF IRELAND
1. The name of the Company is The Corporate Governance Association
of Ireland.
2. The objects for which the company is established are:
2.1 To promote education, commerce and good governance in
organisations by increasing awareness, study and research into
corporate governance and by promoting high standards of
governance in general.
2.2 To provide an association for its members being corporate
governance professionals, to promote and protect the interests
of its members and to promote high standards of corporate
governance by facilitating and supporting the professional
development of its Members through the development of a
national network of qualified corporate governance
professionals.
2.3 To promote membership of the Company as recognition of the
qualification to act as a non-executive director or as a consultant
in corporate governance in any other company.
2.4 To provide a point of contact for Members with placement
agencies and other persons instrumental in selecting persons
suitable for appointment as non-executive directors of other
companies and to make available to third parties a listing of
Members.
2.5 To advance the study and research of corporate governance
and related matters and to promote advanced education in
corporate governance.
2.6 To opine on corporate governance and related matters as are
concerns in the public domain including lobbying at national
level in respect of changes to corporate governance laws,
2
regulations or codes where appropriate and to publish relevant
material aimed at informing, updating and supporting effective
Corporate Governance in Ireland and to establish, maintain and
develop a web site for the Company.
2.7 To foster relationships with professionals holding similar
interests, to conduct research, publish articles, present papers
and lead workshops.
2.8 To provide a bridge between universities’ business schools and
their corporate governance graduates, for the benefit of both
individuals and universities.
2.9 To raise funds by appealing for and inviting contributions
(whether periodical or otherwise, absolute or conditional) from
any person or body by way of donation, covenant, grant, loan,
legacy or subscription and to accept donations upon any special
trusts within the limits of the objects for which the Company is
established.
2.10 To accept subscriptions and donations (whether of real or
personal estate) and devises and bequests for all or any of the
purposes aforesaid and to sell and dispose of, to lease and
accept surrenders of leases of and manage all real estate
(including leaseholds) so received and not required to be or
capable of being occupied for the purposes of the Company and
generally to manage, invest and expend all monies belonging to
the Company in furtherance of its main objects.
2.11 To invest and deal with the monies of the Company not
immediately required for the purposes of its objects in or upon
such investments, securities or property or otherwise in such
manner as may be thought fit and to manage and deal in same
as may be thought fit by the Company, subject to such
conditions (if any) as may for the time being be imposed or
required by law.
2.12 To take and hold shares or membership in any other company
or companies having objects similar to the objects of this
Company.
2.13 To maintain and operate bank accounts and to draw, accept,
endorse and issue cheques and other negotiable or transferable
instruments.
2.14 To make, draw, accept, endorse, issue, discount, and otherwise
deal with promissory notes, bills of exchange, cheques, letters of
credit, circular notes and other mercantile instruments.
2.15 To raise or borrow money, and to secure the payment of money
by the issue of or upon debentures or debenture stock,
3
perpetual, terminable or otherwise, or bonds or other
obligations, charged or not charged upon, or by mortgage,
charge, hypothecation, lien or pledge of the whole or any part of
the undertaking, property, assets and rights of the Company,
both present and future, and generally in such other manner and
on such terms as may seem expedient, and to issue any of the
Company’s securities, for such consideration and on such terms
as may be thought fit, including the power to pay interest on any
money so raised or borrowed, and also by a similar mortgage,
charge, hypothecation, lien or pledge, to secure and guarantee
the performance by the Company of any obligation or liability it
may undertake, and to redeem or pay off any such securities.
2.16 To create, maintain, invest and deal with any reserve or sinking
funds for redemption of obligations of the Company, or for
depreciation of works or stock, or any other purpose to advance
the objects of the Company.
2.17 To accumulate capital for any purposes of the Company, and to
appropriate any of the Company’s assets to specific purposes,
either conditionally or unconditionally.
2.18 To co-operate with charities, voluntary bodies and statutory
authorities operating in furtherance of these objects and to
exchange information and advise them.
2.19 To make donations for charitable purposes either in cash or
assets which the Company may deem expedient.
2.20 To purchase or otherwise acquire lands, buildings, premises of
every nature and kind for any estate or interest therein and to
mortgage, sell, lease or otherwise dispose of same as the
Company may think fit, and to insure, repair, protect, renew and
safeguard such property as the Company may think fit.
2.21 To construct all buildings and conveniences, whether of a
permanent or temporary nature, which may seem directly or
indirectly conducive to any of the Company’s main objects, and
to conduct, hold or promote meetings, lectures, shows and
exhibitions to further the Company’s main objects.
2.22 To construct, erect, enlarge, build, acquire and maintain houses
and other buildings and works and to alter and improve the
same including any existing buildings; to provide the same with
such facilities as the Company deems appropriate and with light,
water, drainage and all other necessaries, and to maintain the
same.
4
2.23 To develop and turn to account any land acquired by the
Company or in which it is interested in any manner it deems fit
including, without limitation, by laying out and preparing same
for building purposes, constructing, improving, maintaining,
decorating, altering, pulling down and fitting out buildings and
structures, and by planting, paving, draining, cultivating or
farming same and by construction of lakes and other water
features, and altering or improving bridges, watercourses,
reservoirs and wharves.
2.24 To furnish and provide the Company’s property with such
equipment, furniture, machinery and property of every
description as the Company may think desirable for its
purposes.
2.25 To acquire, develop and produce copyrights, inventions, rights
or productions, licences and privileges and other rights and
interests in the publication, display, recording, presentation and
reproduction of works, pictures, books, art, films, videos,
computer programmes, computer data and other works, to deal
with such rights and interests, to grant licences or copyright in
respect of any property of the Company.
2.26 To purchase or otherwise acquire and carry on the whole or any
part of the business, property, goodwill and assets of any
company carrying on or proposing to carry on any business
which the Company is authorised to carry on or which can be
conveniently carried on in connection with the same, or may
seem calculated directly or indirectly to benefit the Company, or
possessed of property suitable for the purposes of the
Company, and as part of the consideration for any of the acts or
things aforesaid or property acquired to undertake all or any of
the liabilities of such company or to acquire an interest therein,
amalgamate with or enter into any arrangement for sharing
profits, or for co-operation, or for mutual assistance with any
such company and to give, issue or accept cash or any shares,
debentures or other securities that may be agreed upon, and to
hold and retain or sell, mortgage and deal with any shares,
debentures or securities so received.
2.27 To enter into arrangements, agreements, contracts and
engagements with individuals, administrators, managers,
groups, unincorporated associations or societies, statutory or
corporate bodies, State or semi-State bodies or other persons or
authorities necessary and proper for the carrying into effect of
the main objects mentioned in this memorandum and subject to
the terms of such arrangement, agreements, contracts and
engagements to sell any resulting rights acquired by the
Company as it thinks fit.
5
2.28 To apply to any Government or any Minister or any other person
or bodies for the advance of monies by way of grant to finance
the work of the Company and to apply such monies accordingly
subject to any conditions or restrictions which may be attached
to such grant.
2.29 To enter into any arrangements with any Government or
authority, supreme, municipal, local or otherwise, or company
that may seem conducive to the Company’s main objects, and
to obtain from any such Government authority or company, any
charters, contracts, decrees, rights, privileges and concessions
and to carry out, exercise and comply with any such
arrangements, charters, contracts, decrees, rights, privileges
and concessions.
2.30 To advise and co-operate as appropriate with any relevant
Government Departments or authorities on any matters
concerned directly or indirectly with the main objects of the
Company.
2.31 To carry out researches, investigations and experimental work
of every description in relation to any of the main objects herein
mentioned.
2.32 To engage in any kind of publicity for the purposes of fostering
the main objects of the Company and to publish on the internet,
print, produce, manufacture, direct, broadcast, publish and
distribute and arrange the printing or other means of production
or reproduction, publication and distribution of any literature,
catalogues, programmes, music, periodicals, films, videos,
television programmes, sound recordings, computer
programmes, books, posters or leaflets as the Company thinks
fit.
2.33 To employ such persons to perform such duties on such terms
as the Company may think fit including agents either within or
outside the State and remunerate any person, firm or company
rendering services to the Company either by payment or
otherwise and to prepare and implement a scheme or schemes
in respect of the granting of pensions, gratuities and other
allowances on retirement to or in respect of the staff of the
Company and pay all or any of the expenses incurred in
connection with the formation, promotion, incorporation or
administration of the Company; the remuneration, tenure of
office and other conditions of service of every person appointed
or engaged by the Company shall be such as the Company
shall determine having regard to norms applying to similar posts
in the public and private sectors.
2.34 To grant pensions, gratuities, allowances or charitable aid to any
person who may have served the Company as an employee, or
6
to the wives, husbands, children or other dependants of such
person including forming and contributing to any person,
provident and benefit funds or insurance schemes for the benefit
of such persons.
2.35 To procure the Company to be registered or recognised in any
foreign country, colony, dependency or place.
2.36 To establish and organise branches and subsidiaries of the
Company.
2.37 To appoint and constitute such advisory committees as the
Board of Directors may think fit.
2.38 To pay all and any expenses, including project management and
legal expenses of, incidental to or incurred in connection with
the drafting of the Company’s Memorandum and Articles of
Association, the formation and incorporation of the Company,
the obtaining of legal and other advice on the governance of the
Company, the raising of its loan or other capital, and, generally,
any other expenses directly or indirectly related to the
establishment of the Company and to contract with any person
or company to pay the same.
2.39 To do all or any of the above things in any part of the world, and
as principals, agents, contractors, trustees or otherwise, and
either by or through trustees, agents, sub-contractors or
otherwise and either alone, in partnership or in conjunction with
any person or company, and to contract for the carrying on of
any operation connected with the Company’s main objects by
any person or company.
2.40 To carry on any business which may seem to the Company
capable of being conveniently carried on in connection with its
objects or calculated directly or indirectly to enhance the value
of or render profitable any of the Company’s property, rights or
interests.
2.41 To do all such other things as may be deemed incidental or
conducive to the attainment of the above main objects.
And it is hereby declared that in the construction of this Clause the
word “company”, except where used in reference to this Company,
shall be deemed to include any person or partnership or other body of
persons, whether incorporated or not incorporated and whether
domiciled in Ireland or elsewhere, and words denoting the singular
number only shall include the plural number and vice versa.
And it is hereby further declared that in the construction of this Clause
the word “person” shall be deemed to include a body corporate and an
unincorporated body of persons as well as an individual and that words
7
denoting the singular number only shall include the plural number and
vice versa.
3. The liability of the members is limited.
4. Every Member of the Company undertakes to contribute to the assets
of the Company in the event of its being wound up while he is a
Member or within one year afterwards, for payment of debts and
liabilities of the Company contracted before he ceases to be a Member
and the costs, charges and expenses of winding up and for the
adjustment of the rights of the contributories among themselves, such
amount as may be required not exceeding €1 (one euro).
5. If upon the winding up or dissolution of the Company there remains
after the satisfaction of all its debts and liabilities, any property
whatsoever, the same shall not be paid to or distributed among the
members of the Company but shall be given or transferred to some
other company or person having main objects similar to the main
objects of the Company and which shall prohibit the distribution of its or
their income and property among its or their members to an extent at
least as great as imposed on the Company under or by virtue of Clause
6 hereof, such institution or institutions to be determined by the
members of the Company at or before the time of dissolution, and if
and so far as effect cannot be given to such provision then to some
charitable object.
6. The income and property of the Company shall be applied solely
towards the promotion of its main objects as set forth in this
Memorandum of Association. No portion of the Company’s income
and 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 Company. No Director shall be appointed to any office of the
Company paid by salary or fees, or receive any remuneration or other
benefit in money or money’s worth from the Company. However
nothing shall prevent any payment in good faith by the Company of:
6.1 reasonable and proper remuneration to any member, officer or
servant of the Company (not being a Director) for any services
rendered to the Company;
6.2 interest at a rate not exceeding 5% per annum on money lent by
Directors or other members of the Company to the Company;
6.3 reasonable and proper rent for premises demised and let by any
Member or Director of the Company to the Company;
6.4 reasonable and proper out of pocket expenses incurred by any
Director in connection with attendance to any matter affecting
the Company;
8
6.5 fees, remuneration or other benefit in money’s worth to any
company of which a Director may be a Member holding nor
more than one hundredth part of the issued capital of such
company; and
6.6 insurance premia in respect of any Director’s liability indemnity
insurance policy or policies.
