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PAI Articles of Association

Revised PAI Articles of Association December 8th 2006
P.A.I. Page 1 of 11
THE COMPANIES ACTS 1963 TO 1986.
ARTICLES OF ASSOCIATION
OF
THE PARACHUTE ASSOCIATION OF IRELAND LIMITED
COMPANY LIMITED BY GUARANTEE NOT HAVING A SHARE CAPITAL.
THE COMPANY 1
1. For the purpose of registration the Company is declared to consist of 1250 members, but
the Board may register an increase in the number of members whenever it may think fit.
TERMINOLOGY
2.
 “The Company” or “the Association” shall mean “The Parachute Association of
Ireland Limited”.
 “Centre” shall mean a Parachute Centre Affiliated to the Parachute Association of
Ireland Limited.
 “Member” shall mean any person of the classes embraced by the definitions in Article
3.
 “Member of the Board” shall mean a Director.
 “Writing” or “Written” shall include printing or typing.
 Month” shall mean Calendar Month.
 Words importing the singular shall include the plural and the masculine the feminine
and vice-versa.
MEMBERS OF THE ASSOCIATION
3.
• The subscribers to the Memorandum of Association shall be Directors and such other
persons as the Board shall admit to membership shall be members of the Association
and shall be Ordinary members. In meeting the objectives the Association is fully
committed to safeguarding the well being of its members.
• Every member in The Parachute Association of Ireland should at all times, show
respect and understanding for members rights, safety and welfare and conduct
themselves in a way that reflects the principles of the Association and the guidelines
contained in the Code of Ethics and Good Practice for Childrens’ Sport.
• The anti-doping rules of the Parachute Association of Ireland are the Irish Anti-
Doping Rules as amended from time to time.
THE ADMISSION OF NEW MEMBERS
4.
a) The admission of Members shall be made by the Board and shall take place at such
times and in such manner as the Board shall prescribe.
b) Prior to the admission of a person as a Member he shall be required to complete the
following form or such other form as the Board may from time to time prescribe and
return it to the Secretary together with his subscription.
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PARACHUTE ASSOCIATION OF IRELAND LIMITED
I, of
In the County of hereby agree to be bound by the Memorandum and
Articles of the Company and in particular I undertake to contribute to the assets of the Company,
in the event of it being wound up while I am a Member, or within one year afterwards for payment
of debts and liabilities of the Company contracted before I cease to be a Member, and of 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 €1.27.
Dated this day of 20 – – Signed: ____________________
NOTE – A copy of the Memorandum and Articles of Association of the Company can be
inspected at the office of the Secretary or in the Clubhouse of an affiliated Centre at any
reasonable time.
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CEASATION OF MEMBERSHIP
5. A member shall cease to be a member of the Association: –
a) If his annual subscription remains due after a period of one calendar month after the
annual subscription falls due.
b) Upon his retirement to be signified in writing to the Association or upon his death.
c) Upon a resolution to that effect being passed by not less than three fourths of the
members present at a general meeting of the Association of which he has received
notice in writing at least 28 days beforehand and at which he shall have a reasonable
opportunity of attending and being heard.
GENERAL MEETINGS
6.
1) Subject to paragraph (2) the Association shall in each year hold a general meeting as
its annual general meeting in addition to any other meeting in that year and shall
specify the meeting as such in the notices calling it; and not more than 15 months
shall elapse between the date of one annual general meeting of the Association and
the next.
2) So long as the Association holds its first annual general meeting within 18 months of
its incorporation, it need not hold it in the year of its incorporation or in the following
year. The annual general meeting shall be held at such time and at such place in the
State as the Board shall appoint. Notice of the annual general meeting shall be
posted in the Clubhouse of the affiliated Centres at least two calendar months before
the date fixed.
NOTICE OF GENERAL MEETINGS
7. Subject to Sections 133 and 141 of the Companies Act, 1963 the Annual General
Meeting and a Meeting called for the passing of a Special Resolution shall be called by
twenty one days’ Notice in writing at the latest, and a Meeting of the Association (other
than an Annual General Meeting or a meeting for the passing of a Special Resolution)
shall be called by twenty eight days’ notice in writing at the least. The Notice shall be
exclusive of the day on which it is served or deemed to be served and of the day for
which it is given and shall specify the place, day and the hour of Meeting, and in the
case of special business, the general nature of that business and shall be given in the
manner hereinafter mentioned, to such persons as are, under the Articles of the
Company, entitled to receive such Notices from the Company.
8. The accidental omission to give notice of a meeting to, or the non receipt of a notice by,
any person entitled to receive notice shall not invalidate the proceedings at that
meeting.
PROCEEDINGS AT GENERAL MEETINGS
9. All business shall be deemed Special that is transacted at an Extraordinary General
Meeting, and all that is transacted at an Ordinary Annual General Meeting, with the
exception of the consideration of the accounts, balance sheets, and the ordinary report
of the Board and Auditors, the election of the Board and other officers in the place of
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those retiring, the reappointment of the retiring Auditors and the fixing of the
remuneration of the Auditors.
10. No business shall be transacted at any General Meeting unless a quorum of Ordinary
Members is present at the commencement of the business; save as herein otherwise
provided four members present shall be a quorum.
11. If within half an hour from the time appointed for the meeting a quorum of Ordinary
Members is not present, the meeting shall be dissolved. In any other case it shall stand
adjourned to the same day in the following week at the same time and place or to such
other day and at such other time and place as the Board may determine, and if at the
adjourned meeting a quorum of Ordinary Members is not present within half an hour
from the time appointed for the Meeting the Ordinary Members then present shall form
a quorum.
12. The Board shall submit to the Annual General Meeting the report of the work done by
the Association during the past year, and a full statement of accounts showing the
receipts and expenditure of the preceding financial year.
THE CHAIRPERSON OF A GENERAL MEETING
13. The Chairperson, if any, of the Board shall preside as Chairperson, at every general
meeting of the company, or if there is no such Chairperson, or if he is not present within
15 minutes after the time appointed for the holding of the meeting, or is unwilling to act,
the members of the Board present shall elect one of their number to be Chairperson of
the meeting.
14. If at any meeting no member of the Board is willing to act as a Chairperson or if no
member of the Board is present within 15 minutes after the time appointed for holding
the meeting, the members present shall choose one of their numbers to be Chairperson
of the meeting.
15. The Chairperson, may with the consent of any meeting at which a quorum is present
(and shall, if so directed by the meeting) adjourn the meeting from time to time and from
place to place but no business shall be transacted at any adjourned meeting other than
the business left unfinished at the meeting from which the adjournment took place.
When a meeting is adjourned for thirty days or more, twenty-one days notice of the
adjourned meeting shall be given as in the case of an original meeting. Save as
aforesaid, it shall not be necessary to give any notice of an adjournment or of the
business, to be transacted at an adjourned meeting.
16. No business not included on the agenda paper shall be discussed at the Annual
General Meeting.
VOTING ON RESOLUTIONS
17. At any General Meeting a Resolution put to the vote of the Meeting shall be decided on
a show of hands unless a poll is (before or on the declaration of the result of the show
of hands) demanded:
a). By the Chairperson; or
b). By at least five Members present in person.
Unless a poll is so demanded, a declaration by the Chairperson that a Resolution, has
on a show of hands, been carried or carried unanimously or by a particular majority or
lost, and an entry to that effect in the book containing the Minutes of proceedings of the
Association shall be conclusive evidence of the fact without proof of the number or
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proportion of the votes recorded in favour of or against such resolution. The demand for
a poll may be withdrawn.
18. A poll demanded on the election of a Chairperson, or on a question of adjournment
shall be taken forthwith. A poll demanded on any other question shall be taken at such
time as the Chairperson of the Meeting directs, and any business other than that upon
which a poll has been demanded may be proceeded with pending the taking of the poll.
19. If a poll is demanded in manner aforesaid, the same shall be taken in such manner as
the Chairperson directs, and the result of the poll shall be deemed to be the Resolution
of the Meeting at which the poll was demanded.
VOTING
20.
a) Every ordinary member who is a current member of the association, who holds a PAI A
licence or higher licence or is a pilot member or a rigger member of the PAI and who is
personally present at any General Meeting shall have one vote and no more. No vote
shall be given by proxy.
b) When there is an equality of votes, whether on a show of hands or on a poll, the
Chairperson of the Meeting at which the show of hands takes place or at which the poll is
demanded shall be entitled to a second or casting vote.
21. The Chairperson at any meeting shall be the sole judge of the validity of every vote at
such meeting. The Presiding Officer at the taking of the poll shall be the sole judge of
the validity of every vote at such Poll. No objection shall be raised as to the qualification
of any voter except at the Meeting or adjourned Meeting at which the vote objected to is
given or tendered, and every vote not disallowed at such meeting shall be valid for all
purposes. Any such objection made in due time shall be referred to the Chairperson of
the Meeting whose decision shall be final and conclusive.
OFFICERS, BOARD AND DIRECTORS.
22. The number of members, unless otherwise determined by a general meeting, shall not
be less than six nor more than ten and the first members of the Board shall be the
subscribers to the memorandum of the Association.
23. The Board shall consist of the members of the Association elected at the Annual
General Meeting of the Association. To be eligible to serve on the Board a person must
hold a PAI B Licence or higher licence, or be a pilot member of the PAI.
24. The members of the Board shall be the Directors of the Association. The following three
officers of the association, the Chairperson, the Secretary and the Treasurer shall be
appointed at the Annual General Meeting by the membership entitled to vote. Other
officers may be appointed by the Board from among its members as it shall from time to
time decide.
25
a) Each affiliate parachuting centre shall have the right to each nominate a single current
PAI member holding a PAI B licence or higher licence or who is a pilot member or a
rigger member of the PAI to be an ex officio member of the Board of the PAI. The
procedure by which this person is nominated is a matter for the affiliate centre concerned.
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b) The members of the PAI Safety and Training Committee (as defined in article 40f) shall
elect a Chairperson of the Safety and Training Committee who shall be an ex officio
member of the PAI Board of Directors.
c) The remaining members of the Board shall be elected individually by open voting of the
Ordinary Members present and entitled to vote at the Annual General Meeting of the
Association.
d) All members of the Board shall hold office until the next Annual General Meeting when
they shall retire but shall be eligible for re-nomination by an affiliate centre, re-election by
the Safety and Training Committee, or re-election by the membership.
26. Only current members of the association shall be eligible to hold office as a member of
the Board or of its Committees.
27
a) Subject to Article 34 a Director of the Board shall hold office only so long as he
continues to be an officer or member of the Board of the Association.
b) The Board of the Association may from time to time appoint any current member of
the Association who holds a PAI ‘B’ licence or higher licence or is a pilot member of
the PAI to be a member of the Board either to fill a casual vacancy or by way of any
addition to the Board provided that the prescribed maximum be not exceeded and
may from time to time remove any member of the Board.
c) Any such appointment or removal shall be by instrument in writing signed by two
members of the Board of the Association acting in pursuance of a resolution in that
behalf passed at a meeting of such Board and shall take effect upon being lodged at
the Companies Office together with a copy of such resolution certified by the
Secretary of the Association to be a true copy thereof.
POWERS OF THE BOARD
28. The Board may exercise all the powers of the Association to borrow money and to
mortgage or charge its undertaking and property or any part thereof and to issue
debentures, debenture stock and other securities whether outright or as security for any
debt, liability or obligation of the Association or of any third party.
29. The business of the Association shall be managed by the Board who may pay all
expenses incurred in promoting and registering the Company, and may exercise all
such powers of the Company as are not by the Act or by these articles required to be
exercised by the Company in general meeting subject nevertheless to the provisions of
the Act and of these articles and to such directions being not inconsistent with the
aforesaid provisions as may be given by the Company in general meeting but no
direction given by the Company in general meetings shall invalidate any prior act of the
Board which would have been valid if that direction had not been given.
30. The Board may from time to time and at anytime by power of attorney appoint any
Company, firm or person or body of persons, whether nominated directly or indirectly by
the Board to be the attorney or attorneys of the Company for such purposes and with
such powers, authorities and discretions (not exceeding those vested in or exercisable
by the Board under these articles) and for such period and subject to such conditions as
they may think fit and any such powers of attorney may contain such provisions for the
protection and convenience of persons dealing with any such attorney as the Board
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may think fit and may also authorise any such attorney to delegate all or any of the
powers, authorities and discretions vested in him.
31. All cheques, promissory notes, drafts, bills of exchange and other negotiable
instruments and all receipts for monies paid to the Association shall be signed drawn,
accepted, endorsed or otherwise executed, as the case may be, by such person or
persons and in such manner as the Board shall, from time to time by resolution,
determine.
MINUTES OF THE BOARD AND COMMITTEES
32. The Board shall cause minutes to be made in books provided for the purpose: –
a) of all appointments of officers made by the Board.
b) of the names of the Board members present at each meeting of the Board and
of any Committee of the Board.
c) of all resolutions and proceedings at all meetings of the Association and of the
Board and of any Committee of the Board.
d) The minutes of all General Meetings, of Ordinary Meetings of the Board and of
its Committees, shall be available to the members of the Association subject to
the exception outlined in (e) below.
e) Subject to the spirit and provisions of the Freedom of Information Act and the
Data Protection Act, the Board of the PAI or one of its Committees may record
confidential items in a separate minute book to be kept by the secretary.
f) Members of the association may attend as observers all meetings of the Board
of the PAI.
VACATING OF THE BOARD
33. The continuing members of the Board may act notwithstanding any vacancy in their
numbers provided always that in case the members of the Board shall at any time be
reduced to less than the minimum number prescribed by these Articles it shall be lawful
for them to act as a Board for the purpose of summoning a general meeting but not for
any other purpose.
34. The office of a member of the Board shall be vacated
a) if he is adjudicated bankrupt in the State or Northern Ireland or Great Britain or
makes any arrangements or composition with his creditors generally; or
b) becomes prohibited from being a director by reason of any order made under section
184 of the Act;- or
c) becomes of unsound mind; or
d) resigns his office by notice in writing to the Association; – or
e) if he is removed from office in accordance with the provision of these Articles; or
f) if directly or indirectly interested in any contract with the Association and fails to
g) declare the nature of his interest in manner required by Section 194 of the Act.
PROCEDURES AT MEETINGS OF THE BOARD
35. A director may vote in respect of any contract in which he is interested or any matter
arising there out.
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36. The Board may meet together for the despatch of business, adjourn or otherwise
regulate their meeting as they think fit. 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. A member of the Board may and the Secretary on the
requisition of a member of the Board shall at any time summon a meeting of the Board.
If the Board so resolves it shall not be necessary to give notice of a meeting of the
Board to any member of the Board who being resident in the Republic of Ireland is for
the time being absent from the Republic of Ireland.
37. The quorum necessary for the transaction of the business of the Board may be fixed by
the Board and unless so fixed shall be four.
38. The Chairperson shall preside at all meetings of the Board at which he shall be present.
If at any meeting the Chairperson be not present within five minutes after the time
appointed for holding a meeting, the members of the Board present shall choose some
one of their number to be Chairperson of that meeting.
39. A meeting of the members of the Board for the time being at which a quorum is present
shall be competent to exercise all the authorities, powers and discretions by or under
the regulations of the Association for the time being vested in the Board generally.
PAI COMMITTEES AND THE BOARD: THE SAFETY AND TRAINING COMMITTEE
40.
a) The Board may delegate any of its powers to Committees consisting of such
members of the Board as it thinks fit and any Committee so formed shall conform to
any regulations imposed on it by the Board, and shall be subordinate to it.
b) The meeting and proceedings of any such Committee shall be governed by the
provisions of. these procedures for the regulation of the meetings and proceedings of
the Board so far as applicable and so far as the same shall not be superseded by
any regulations made by the Board as aforesaid.
c) The chair of any Committee shall be drawn from among the membership of the
Board. In addition the Board may appoint from among the general current
membership of the association other members of the Committee who are not elected
or nominated members of the Board.
d) A Safety and Training Committee shall be a permanent Committee of the PAI.
e) The Safety and Training Committee shall meet at least three times per year, at
regular intervals and a written record should be kept of decisions made.
f) The Safety and Training Committee shall elect a Chairperson from among its
members. This person must as a minimum, be the holder of a PAI Instructor, Senior
Rigger or Tandem Master Rating and be a current PAI member. The chairperson of
the PAI Safety and Training Committee is an ex officio member of the PAI Board of
Directors, convenes and normally chairs the Safety and Training Committee and
chairs the Safety and Training Forums. In order to avoid a conflict of interest the
Chairperson may not also hold office as the Club Chief Instructor at an affiliate
centre.
g) The voting members of the PAI Safety and Training Committee are all current PAI
members holding a Chief Club Instructors rating, the chief pilots of affiliate centres, a
senior instructor nominated from each affiliated centre, a PAI tandem examiner
nominated from each affiliated centre, and a rigger nominated from each affiliated
centre.
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h) Each year the PAI Safety and Training Committee shall also elect a Safety Officer
and a Training Officer. To be elected to either of these positions a person mist be a
current member of the PAI and must, as a minimum, be the holder of a current PAI
Coach, Instructor, Rigger or Tandem Master rating.
DEFECTS
41. All acts bona fide done by any meeting of the Board or any Committee or by any person
acting as a member of the Board shall, notwithstanding it be afterwards discovered that
there was some defect in the appointment of any such member or person acting as
aforesaid or that they or any of them were disqualified, be as valid as if every such
person had been duly appointed and was qualified and had continued to be a member
of the Board.
42. A resolution in writing signed by all members for the time being of the Board or of any
Committee shall be as valid and effectual as if it has been passed at a meeting of the
Board or of such Committee duly convened and constituted.
43. An officer appointed by the membership at the Annual General Meeting may be
removed from office by the Board in accordance with the provisions of articles 27 and
34. Officers of the Association are not entitled to remuneration for their services.
However they may recoup reasonable and necessary expenses from the Treasurer of
the Association upon the furnishing of appropriate, full and original receipts.
44. A provision of the Act or these articles requiring or authorising a thing to be done or to a
director and the secretary shall not be satisfied by its being done by or to the same
person acting both as director and as, or in the place of, the secretary.
COMPANY SEAL
45. The seal shall be used only by the authority of the Board or of a Committee authorised
by the Board in that behalf, and every instrument to which the seal shall be affixed shall
be signed by a member of the Board and shall be countersigned by the secretary or by
a second member of the Board or by some other person appointed by the Board for the
purpose and in favour of any purchaser or person bona fide dealing with the
Association, such signatures shall be conclusive evidence of the fact that the seal has
been properly affixed.
ACCOUNTS
46. The Board shall cause proper books of account to be kept relating to,
a) all sums of money received and expended by the Association and the matters in
respect of which the receipts and expenditure takes place;
b) all sales and purchases of goods by the Association;
c) the assets and liabilities of the Association.
Proper books shall be deemed to be kept if there are kept such books of account as are
necessary to give a true and fair view of the state of the Associations’ affairs and to
explain its transactions.
47. The books of account shall be kept at the office or subject to Section 147 of the Act, at
such other place as the Board think fit, and shall at all reasonable times be open to the
inspection of the Board.
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48. The Board shall from time to time in accordance with Sections 148, 157 and 158 of the
Act cause to be prepared and to be laid before the annual general meeting of the
Association such profit and loss accounts, balance sheets, group accounts and reports
as are required by those Sections to be prepared and laid before the annual general
meeting of the Association.
49. A copy of every balance sheet (including every document required by law to be
annexed thereto) which is to be laid before the annual general meeting of the
Association together with a copy of the Board’s report and auditor’s report shall not less
than twenty eight days before the date of the annual general meeting be made available
to every person entitled under the provisions of the Act to receive them.
50. The Auditors shall be appointed and their duties regulated in accordance with Sections
160 to 163 of the Act.
NOTICES
51. A notice may be given by the Association to any member either personally or by
sending it by post to him to his registered address. Where a notice is sent by post
service of the notice shall be deemed to be effected by properly addressing, prepaying
and posting a letter containing the notice, and to have been effected in the case of a
notice of a meeting at the expiration of 24 hours after the letter containing the same is
posted and in any other case at the time at which the letter would be delivered in the
ordinary course of post.
52. Notice of every Annual General Meeting shall be given in any manner hereinbefore
authorised to:-
a) every member;
b) every person being a personal representative or the Official Assignee in a
bankruptcy of a member where the member but for his death or bankruptcy would
be entitled to receive notice of the meeting; and
c) the auditor for the time being of the Association.
No other person shall be entitled to receive notice of general meetings.
WINDING UP OF THE ASSOCIATION
53. Clause 4 of the Memorandum of Association relating to the winding up and dissolution
of the Company shall have effect as if the provision thereof were repeated in these
Articles.
We confirm that these Articles were passed at the Annual General Meeting of the Association
held at O’Donoghues, Dublin Road, Edenderry, Co. Offaly on December 8th 2006.
Name Officer Status Signature
Noel Larragy Chairperson /Director _____________________________
FrMatt Ryan Director _____________________________
Mons Samuelson Secretary/Director _____________________________
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1The Memorandum of Association (October 6th 1987) states:
Article 1: The name of the Company (hereinafter called “the Association”) is the Parachute
Association of Ireland Limited.
Article 2: The objects for which the Association are established are the promotion of sport
parachuting in the Republic of Ireland and the doing of all such other things as are incidental or
conducive to the attainment of the above object.