CONSTITUTION
AIB Retired Staff Association (‘AIBRSA’)
As amended 11th December 2017

1 NAME

The Association’s name shall be AIB Retired Staff Association hereinafter called ‘the Association’ which may also be referred to as AIBRSA.

2 THE PURPOSES OF THE ASSOCIATION SHALL BE:

a) to provide a central and focal point for retired bank staff, and
b) to promote, protect and represent the interests of pensioners with particular reference to pensions, social welfare, health benefits, entitlements and social concerns and activities.

3 MEMBERSHIP

Membership of the Association shall be open to and comprise retired staff of Allied Irish Banks plc., (‘AIB Bank’) or its founding constituent Banks who are in receipt of a pension from AIB Bank in the Republic of Ireland and who have applied for and been approved for membership under such terms and conditions as may be set by the Association’s executive Committee from time to time. Spouses of deceased staff who are in receipt of an AIB Bank pension shall also be eligible for membership. The Committee shall have the final say as to eligibility of an applicant for membership.

4 COMMITTEE

The Association shall be managed by an executive Committee of not less than five and up to nine AIB Bank retired staff comprising:

4 Honorary Officers viz;- Chairperson, Vice Chairperson, Secretary, Treasurer; and up to 5 Ordinary Members

The Committee shall be elected by the members at a General Meeting or Annual General Meeting (‘AGM’) for a term of up to three years or until the next following AGM which must be held within four years of a Committee member taking Office.
Ordinary Committee members having served up to three consecutive years, shall retire and not be eligible for re-election until after the lapse of a period of one year.
To ensure continuity of the Association, retirements should be sequenced and not more than two Officers should retire at the same time. Officers should retire after 24 months in their role and must retire after 36 months save one Officer who may hold office for a maximum term of four years at which time a General Meeting or AGM must be held for Committee election purposes. Any Officer who has served 36 months or more, when they retire, shall not be eligible for re-election until after the lapse of a period of one year from their retirement date.

(12/05/2016)
For the avoidance of doubt, time served on the Committee which operated between the initial adoption of this Constitution 27th May 2013 and the inaugural General Meeting 12th May 2016 shall not count towards the time limits applicable to service as an Officer or Committee member.

The Committee may appoint additional Honorary Officers and co-opt members to serve on Committees from time to time. It shall have the sole right to appoint sub-committees, to nominate the members to serve on them and to appoint their Chairpersons.
Membership of the Committee by a Committee member who fails to attend four Committee meetings in a twelve month period without reasonable cause, shall lapse and the remaining members may co-opt a replacement who shall remain in office until the next AGM.

5 CARRYING OUT THE PURPOSES

In order to carry out the Association’s purposes, the Committee have the power to:

1) Lobby, influence, represent and be an advocacy voice for members and defend members interests, rights and entitlements as pensioners; act as a proxy nominee in respect of rights, interests, entitlements, securities and/ or shareholdings of members; institute or defend proceedings in respect of member’s rights, benefits, entitlements and pensions.
2) Coordinate and assist communication on pensions, retirement benefits and entitlements and promote social and communal activities for and between members.
3) Fix and levy charges for services to members, receive grants, subscriptions, donations, securities, assets and raise funds; open and operate bank accounts; disburse and apply funds or assets to carry out the work of the Association.
4) Advertise, promote and make known the Association by such means as may be deemed expedient including recording the name under the Registration of Business Names Act.
5) Organise and arrange social events and benevolent activities including in due course, at the discretion of the Committee the establishment of a member’s benevolent fund; provide support and assistance promoting the welfare and well-being of members and especially for those experiencing hardship and with particular needs.
6) Engage an Auditor, Accountants and/or Legal and other Professional Advisors and Representatives to assist in the running of the Association’s affairs.
7) Borrow money by overdraft, loan or other means and mortgage, pledge or assign property, securities or entitlements and give guarantees and indemnities.
8) Do anything which is lawful and necessary to achieve the Association’s purposes.

6 MONEY AND PROPERTY

Money, donations, securities and/or any assets received by the Committee for the Association must only be used for the Association’s purposes. Accounts and financial records must be kept. The most recent annual accounts can be seen by members on request. Committee members cannot receive any money or property from the Association except to refund reasonable out of pocket expenses. Association funds must be held in bank accounts (current and/or deposit). Investments may be made, held and disposed of. All cheques / withdrawal of funds must be co-signed by at least 2 Committee members one of who must be an Officer.

Members of the Association shall be entitled to appoint a Committee member or members as their Nominee or Proxy in respect of voting rights and /or entitlements attaching to securities. The nominated Committee member(s) may exercise such proxies in writing, electronically or verbally as appropriate to the intended meeting(s) or decision forum / format to which the proxy or proxies relate. The Committee itself may appoint Nominee(s) on behalf of the Association to represent it in respect of Proxies and may appoint Agents.

Should the Committee establish a member’s Benevolent Fund, such funds or assets relating to this must be held separately to the Association’s general funds. Distribution of money and assistance to members from Benevolent Funds shall be at the sole discretion of the Committee. The Committee may appoint Local Membership Co-ordinators and Regional Representatives and appoint sub-committees to assist in its administration and particularly in assessing reviewing and making recommendations regarding disbursements from Benevolent Funds. Spouses of deceased or infirmed pensioner staff and/or their children shall not be prohibited from benevolent consideration but at the sole discretion of the Committee.
If the Committee are of the view assets and entitlements of a significant, more permanent and long term nature are accruing to the Association they may bring to AGM or General Meeting, a proposal to establish separate Trustees to hold such items subject to appropriate Trust Deed but for the benefit of the members of the Association.

7 COMMITTEE MEETINGS

(1) The Committee must hold at least 4 meetings each year and have a Chair, Vice-Chair, Honorary Treasurer and Honorary Secretary. The Committee may act by majority decision.

(2) In exceptional circumstances meetings may be via teleconference / phone and Committee members views accepted via written or electronic media.

(3) At least 5 Committee members, one of who is an Officer, must be present at the meeting to be able to take decisions. Minutes shall be kept for every meeting.

(4) If Committee members have a conflict of interest they must declare it and leave the meeting while this matter is being discussed or decided.

(5) The Committee may make reasonable additional rules to help run the Association. These rules must not conflict with this constitution or the law.

(6) The interpretation of this Constitution shall be vested in the Committee.

8 COMPLAINTS, SUSPENSIONS AND EXPULSIONS

All complaints must be made to the Honorary Secretary in writing who if unable to resolve the complaint will submit the matter to the executive Committee whose decision on the matter shall be final. Should the conduct of a member be deemed to be injurious to the good name, character or interests of the Association, that member may be subject to disciplinary procedures, which may result in suspension or expulsion. The Association will carry out a proper investigation and ensure that the principles of natural justice are applied. Where a sanction is applied, that member has the right of appeal.

9 ANNUAL GENERAL MEETING – AGM

The AGM must be held every year, with not less than 15 days notice given to all members telling them what is on the agenda. The Committee shall present the annual report and accounts. The appointment of Auditor or ratification of an interim appointment must take place at AGM at not greater than 2 yearly intervals. Notices of motion and of nominations must be received by the Honorary Secretary not less than 15 days before the date of the AGM.

The Committee Chairperson shall chair the AGM or General Meeting, or in their absence another Officer. Should no Officer be available, the members present shall choose one of their number to be Chairperson.

Nominations for the executive Committee shall be (a) in writing (b) be signed by two members and (c) have the consent of the nominee. In the event there are insufficient candidates nominated the Chairperson may accept additional nominations from the members present provided such nominations are proposed and seconded and that the candidates accept nomination.

The Chairperson shall have discretion to accept or refuse proposals for discussion/decision at AGM of which required notice has not been given.

Minutes must be kept of the AGM.

(11/12/2017)
Email / electronic communications are and shall be the accepted method of Committee communication with Members as regards Notice of Meetings and such-like Association correspondence and conduct of business

There must be at least 15 members present at the AGM. Every member has one vote.
Voting must be by a show of hands for election of officers and committee members. Voting may be by a show of hands in respect of other matters at the discretion of the Chairperson unless a poll is demanded by at least two members. Declaration by the Chairperson of the result of a vote shall be conclusive evidence of such result. In the event of an equality of votes the Chairperson shall have a second or casting vote.

10 GENERAL MEETINGS

If the Committee consider it is necessary to change the constitution, or wind up the Association other than at an AGM, they must call an extraordinary General Meeting of the members to make the decision. The Committee may call a General Meeting should they see fit for any reason they feel requires such a meeting. They must call a General Meeting if they receive a written request from the majority of members or from 50 members in number. All members must be given not less than 15 days notice and told the reason for the meeting. No other business may be transacted at the meeting. All decisions at General Meeting require a two thirds majority. Minutes must be kept.

In the case of Winding up – any money or property remaining after payment of debts must be given to an association or charity with similar purposes to this one. The Association may be wound up due to either:
The inactivity of the membership
By a vote taken by its members to dissolve the Association
By Court Order where a dispute exists within the membership

11 SETTING UP THE ASSOCIATION

This constitution was adopted on 27th May 2013 by the people whose signatures appear below. They are the first members of the Association and form its Committee pending the Association’s inaugural General Meeting.

Signed Print name.

_______________________   Kevin Mac Court

________________________ Paul Markey

________________________ Philip Murphy

________________________ John Rooney

________________________ Derek Seymour

________________________ Catherine Slattery

________________________ Peter Tierney