General Qualifications and Interpetations

Section 1

General Qualifications and Interpetations

1.       General Qualification and Interpretation

In construing these Rules, the following words and expressions shall have, respectively, the meanings herein stated, provided that such meaning does not conflict with the subject matter of the Rule or the context:

1. Words importing the singular or plural number include the plural and singular numbers.
2. Words importing the masculine gender shall include the feminine gender.
3. “Member“ shall mean an individual or a Society or other Body Corporate duly admitted to membership of the Society and holding the requisite number of shares.
4. “The Society” shall mean the Society to which these rules refer.
5. “The Board” shall mean the Board of Directors for the time being as appointed in accordance with Rule 25
6. the Acts” means the Industrial and Provident Societies Acts 1893 to 1978 or any other Acts altering or amending or re‑enacting the same and “the Act of 1893” means the Industrial and Provident Societies Act 1893 and so on for each other of the Acts passed in a particular year.
7. “A Society” shall mean a Society registered under the Acts.
8. The expression “he”, “him”, “they” and “person”, shall include a society or other Corporate Body.
9. “Registrar” shall mean the Registrar of Friendly Societies.
10. “Special Resolution” shall mean a Resolution passed in accordance with Section 51 of the Act of 1893.
11. “ICOS” shall mean Irish Co-operative Organisation Society Limited.
12. “Operating Regulations” shall mean a set of written regulations subsidiary to the Rules recommended by the Board and approved by the members in general meeting that detail specific duties, responsibilities, obligations, standards, procedures, guidelines and sanctions which are applicable to Members to assist in ensuring the efficient and effective operation of the society’s services and its management on a day to day basis.
13. “Registered address” means the address of a member in the register of members.
14. Standing Orders” shall mean the Standing Orders (if any) adopted by the Board for the purpose of regulating procedure at General Meetings and Board meetings.
15. “The National Federation” shall mean the National Federation of Group Water Schemes Society Limited.

16. “County Federations of Group Water Schemes” (hereafter known as County Federations) shall mean corporate or unincorporated bodies recognised by the National Federation and established for the purposes of co-ordinating, servicing and representing the interests at county level of all individual group water schemes in that county who are affiliated to the National Federation. Each individual group water scheme in that county affiliated to the National Federation shall be entitled to send a delegate with voting rights to the A.G.M. of the County Federation. Any group water scheme affiliated to the National Federation with membership exceeding 200 members is entitled to send an extra delegate to the AGM of the County Federation for every 200 members or part thereof over the first 200 members (subject to a maximum of 4 voting delegates).
17. “Water Charges” shall mean a monetary subscription decided upon by the Board from time to time and to be paid annually by the Member or in such other manner and on such other terms and conditions as the Board may decide from time to time.
18. “Upgrade Charge” shall mean a monetary subscription to assist with the capital costs of upgrading projects.
19. “NFGWS Annual Affiliation Fee” shall mean the financial contribution that the Society shall contribute to the National Federation as determined by the Annual General Meeting of the National Federation from time to time.
20. “ICOS Annual Affiliation Fee” shall mean the financial contribution, if any, that the Society may contribute to the Irish Co-operative Organisation Society Limited as determined by the Annual General Meeting of the Irish Co-operative Organisation Society Limited.
21. “clear days” in relation to a period of notice shall mean that period excluding the day on which the notice is received (which shall be deemed to be the day after the notice is posted or published) and the day for which it is given .
22. “Upgrade Charge” shall mean a monetary subscription to assist with the capital costs of upgrading projects.
23. “NFGWS Annual Affiliation Fee” shall mean the financial contribution that the Society shall contribute to the National Federation as determined by the Annual General Meeting of the National Federation from time to time.
24. “ICOS Annual Affiliation Fee” shall mean the financial contribution, if any, that the Society may contribute to the Irish Co-operative Organisation Society Limited as determined by the Annual General Meeting of the Irish Co-operative Organisation Society Limited.
25. “clear days” in relation to a period of notice shall mean that period excluding the day on which the notice is received (which shall be deemed to be the day after the notice is posted or published) and the day for which it is given .

 Section 2        

Name, Registered Office, Objects

 

2.                Objects and Powers

• To source, protect, manage, and provide Members with a reliable and environmentally sustainable piped water supply of an adequate volume to meet Members’ domestic and commercial requirements, and of a quality that conforms to all statutory regulatory standards.
• To organise and manage the Society in a manner that maintains ownership and control in the hands of members who use the Society’s services
• To promote and improve drinking water supply standards through education, training, and development programmes for Members and others.
• To improve and develop the quality of water supply and distribution for Members.
• To negotiate with all State, Semi-State and EU bodies and/or their representatives on behalf of the Society.
• To participate in all EU support schemes that are advantageous to the Society and its members.
• To negotiate with any company, society, individual, or group with a view to improving the range of services provided to and by the Society.
• To develop formal and informal associations between group water schemes at local, county, regional, national and international level with a view to group purchasing of goods and services and generally promoting the interests of group schemes
• Subject to the provisions of Section 6 of the Industrial and Provident Societies (Amendment) Act 1978, the Society shall have power to borrow or raise money by way of loan, to an extent not exceeding such amount which shall have been determined by a General Meeting or which shall from time to time be authorised by a General Meeting of the Society, which may be secured in accordance with these Rules.
• To acquire, lease, sub-lease, purchase, hold, sell, rent, manage and develop and otherwise deal with land, buildings and property of every description.
• To establish, regulate and discontinue agencies and to undertake and transact all kinds of agency business.

• To hire or supply labour for the carrying out of relevant maintenance, administration and other work for the Society and others.
• To make arrangements with persons engaged in any trade, business, or profession for the concession to members of the Society of any special rights, privileges and advantages, and in particular in regard to the supply of goods and services.
• To guarantee the payment or repayment of monies or the performance of any contract liability or obligation by any person, company, society, association or concern where the giving of such guarantee is in the opinion of the Board directly or indirectly conducive or incidental to the business or trade of the Society.
• To engage in currency exchange and interest rate transactions, including but not limited to dealings in foreign currency, spot and forward rate exchange contracts, futures, options, forward rate agreements, swaps, caps, floors, collars and other foreign exchange or interest rate hedging arrangements and such other instruments as are similar to, or derived from any of the foregoing whether for the purpose of making a profit or avoiding a loss or managing a currency or interest rate exposure or any other exposure or for any other purpose.
• Generally to engage in any business or transaction which may seem to the Society directly or indirectly conducive to the interests or convenience of its members or in pursuance thereof, and to do all things which may be necessary or expedient from time to time for accomplishing the aforesaid objects or any of them.
• To provide or arrange for the provision of any service or services which may be for the benefit of the members and others including the arranging of suitable training courses.
• To lease, sub-lease, purchase, hold, sell, rent, mortgage, manage acquire and develop and otherwise deal with land of any tenure and to make all necessary provision for the erection, repair, alteration or removal of all buildings, walls, fences and so forth.

It is hereby declared that (a) the objects set forth in each sub clause of this Rule shall not be restrictively construed but the widest interpretation shall be given thereto and, (b) except where the context expressly so requires none of the several sub-clauses of this Rule, or the objects therein specified, or the powers thereby conferred shall be limited by, or be deemed merely subsidiary or auxiliary to, any other sub – clause of this Rule, or the objects in such other sub-clauses specified, or the powers thereby conferred.

Section 3 

Membership

3. Membership

• The membership of the Society shall consist in the first instance of the existing Members of the Society at the registration of this complete amendment of Rules and of such persons and of such other Societies, Companies registered under the Companies Acts or other bodies corporate incorporated under any other Act of the Oireachtas as the Board may admit to membership. Applicants for membership shall subscribe for such one or more shares in the Society as the Board may from time to time prescribe.  Every Society and Company admitted to membership may be represented by one delegate at the General Meeting of the Society on completion of Form F in the appendix to these rules to the satisfaction of the Board and that delegate shall be entitled to exercise all the rights of that Member as if he/she were in attendance at the General Meeting including the right to seek nomination for election to the Board.
• No member other than a Society registered under the Acts shall hold an interest exceeding € 150,000 or an amount equal to 1 per cent of the total assets of the society, whichever is the greater in the shares of the Society or such other maximum amount as may be fixed by statute from time to time.
• Every application for admission to membership of the Society shall be made by individuals in Form A in the appendix and by bodies corporate in Form B in the appendix or in forms respectively as near Forms A and B as the Board, in its absolute discretion, may from time to time approve. The Board shall consider no application for membership unless it has been duly completed and signed and unless the applicant has supplied the Board with any such additional information and documentation that it may request from time to time.
• Applications for membership shall be considered and determined by the Board as soon as practicable after the same shall have been received. Notice of admission or otherwise shall be duly notified to the applicant after the Meeting at which the application is decided on.  If the application is granted the name of the applicant shall be entered in the Register of Members.
• Members may be required to pay Water Charges to assist with the operating and maintenance costs of the Society and such other monetary charges as the board may deem necessary from time to time. The Board shall determine the amount of the Water Charges, taking into account the charging policy of the society as approved by a general meeting of members from time to time.
• Members may be required to pay an Upgrade Charge to assist with the capital costs of specific upgrading projects from time to time. The amounts of such charges shall be determined by the board and approved by a general meeting of members.
• The failure by a Member to pay Water Charges, Upgrade Charges or any other such charges as may be determined by the Board, within the time limit set by the Board and notified to the Member, shall result in the Member;
• losing the right to attend and participate at meetings of the Society and the right to be eligible for election and the right to nominate a person for election during the period of arrears

1. Where the period of arrears is greater than six months after the due date, and the member has not complied with the relevant operating regulations then current,

his/her Membership and his/her access to the Society’s services shall be automatically terminated and the full amount paid or credited upon the shares held by that Member, less such sums as may be due by him/her to the Society, shall be paid to him/her and an entry of the cancellation of his/her shares shall be made in the Share Register.

1. Notwithstanding the provisions of paragraph g), clauses i and ii, where representations have been made to the Board and the Board are of the opinion that there are mitigating circumstances relating to the Member’s arrears of payment they shall have the discretion to waive or otherwise vary the requirement that the Member pay Water Charges, Upgrade Charges or any other such charges for such period as they see fit and to exempt the Member from any loss of membership rights including the termination of his membership.

6. General undertaking
With or without an explicit declaration to that effect, in signing the application form an applicant is deemed to undertake in the event of becoming a Member to accept the obligations of membership set out in these rules and to comply with the Rules and Operating Regulations of the Society and any amendments thereto which may be duly made, to act in accordance with any instructions of the Board issued from time to time, and to assist the Society in every way to accomplish its objects.

7. Expulsion
A member may be expelled if found guilty of conduct detrimental to the Society, provided:

1. That he/she shall have received in writing, one month previously, complete particulars of the charge alleged against him/her
2. That he/she is offered the opportunity to make representations to the Special General Meeting in writing or orally
3. That he/she is offered the opportunity of being accompanied at the Special General Meeting by a representative whose name and occupation has been provided to the Board at least 3 clear days in advance of the meeting.
4. That two-thirds of the members present and voting at a Special General Meeting vote for his/her expulsion.

The full amount paid or credited upon the shares held by an expelled member, less such sums as may be due by him/her to the Society, shall be paid to him/her on expulsion and an entry of the cancellation of his/her shares shall be made thereupon in the Share Register.

An expelled member shall only be re-admitted by the vote of two-thirds of the members present and voting at a General Meeting and on a motion of which seven days notice has been given.

8. Cessation Of Membership
A person shall cease to be a member of the Society if:

1. He/she dies,
2. He/she transfers all his/her shares to another person,
3. He/she is in breach of the provisions of Rule 5 in respect of Water Charges, Upgrade Charges or any other such charges and has not been granted a waiver or variation by the Board,
4. He/she is expelled under Rule 7 of these Rules,
5. He/she shall wilfully refuse or neglect to comply with the provisions of the Rules of the Society or of any Operating Regulations, Bye-laws, rules or membership regulations made there under and for the time being in force,
6. The Board approves an application from the Member to cease membership and have his/her shareholding redeemed.

A Member shall not otherwise be entitled to withdraw from the Society.

Section 4

Capital

 

4.     Share

• The Share Capital of the Society shall consist of ordinary shares to the nominal value of one euro each issued to persons upon admission to membership of the Society. Each member shall hold at least one share and no member may hold more than the maximum permitted by law.  The liability of members shall be limited to their shares.
• Shares shall be transferable or redeemable subject to the approval of the Board but shall not be withdrawable. An application to transfer shares should be made on Form C or D given in the Appendix to these Rules or as near thereto as the Board allows.  On receipt of such application, the Board shall decide on the request and, on agreement, the Secretary shall note the transfer in the Share Register.
• A Share Register book shall be kept by the Secretary in which shall be recorded all details regarding the allocation, ownership and transfer of shares. The particulars contained in the share register shall be prima facie evidence of the member’s shareholding.  The Share Register may be held electronically by the Society.

10.       Joint Shareholding

1. Two persons may be registered as joint shareholders of shares. In such cases the first-named person on the register of shareholders shall be the only person entitled to attend and vote at any meeting of the Society, provided, however, that such first-named person may serve notice in writing to the Secretary at least five days before the date of such meeting of the Society nominating the other person named in the joint-holding to attend and vote at the meeting in his stead.  Any of the joint holders shall have power to give a valid receipt for any interest or dividends payable thereon.
2. On the death of a joint holder of any Shares, such Shares shall be transferred into the name of the survivor on his/her application.
3. All notices shall, with respect to any shares to which persons are jointly entitled, be given to the joint owner who is named first in the register, and notice so given shall be sufficient notice to all holders of such shares.

1. On the death of a joint holder of any Shares, such Shares shall be transferred into the name of the survivor on his/her application.
2. All notices shall, with respect to any shares to which persons are jointly entitled, be given to the joint owner who is named first in the register, and notice so given shall be sufficient notice to all holders of such shares.

11.      Investment
The Board may invest any portion of the Society’s capital as follows:

1. In any security in which Trustees are for the time being authorised by law to invest;
2. In the shares of, or on the security of any other Society or Company provided such Society or Company shall be one with limited liability.
3. In the shares of, and loans (secured on property) to any other Society or Company which is a member of this Society provided such Society or Company shall be one with limited liability.

12.              Appointment of Representative
The Board may, subject to the Rules or Articles of Association of the body to which loans have been made or in which Capital has been otherwise invested, appoint one or more of their number and/or one or more members of the staff of the Society to vote on its behalf at Meetings and to sit on the Board of any Society or Company in which portion of the Society’s funds are invested.

13.           Borrowing
The members in general meeting shall authorise the maximum borrowing powers of the Society from time to time.  The Board shall, subject to the foregoing and subject to the provisions of Section 6 of the Industrial and Provident Societies (Amendment) Act 1978, have power to borrow money for the purpose of the Society in whatsoever manner it may determine, including the issue of loan stock to such an extent, on such conditions, against such security, for such periods and at such rates of interest as shall be authorised by the Board from time to time.  The Board may secure the repayment of any such loan and any interest thereon by a mortgage or charge on all or any of the physical assets of the Society or by the issue of Bonds, Agreements, or Promissory Notes.

14.              Opening of Bank Account
The Board shall have power to open and to operate as it may determine an account or accounts with any banking company of which it approves.

Section 5

General Meetings

15.    Annual and Special General Meetings

• General Meetings of the Society shall be Ordinary or Special.
• An Ordinary General Meeting of the Society, to be called the Annual General Meeting, shall be held at least once in each calendar year not later than six months after the date of the preceding accounting year-end for that Society except in exceptional circumstances where the Board deem this not to be feasible.
• A Special General Meeting may be convened by the Board at any time, on their own authority or upon a requisition addressed to the Board, Chairperson, or Secretary signed by at least half the number of Members of the Society for the time being eligible to participate in meetings of the Society.
• All general meetings of the Society shall be subject to such standing orders, if any, as the Society may adopt.

16.          Notice of Special and General Meetings
Notice of a General Meeting shall be deemed to have been duly given if left at or posted to the registered address of the member.

Notice of every Annual or Ordinary or Special General Meeting shall be given at least seven clear days before the day fixed for the meeting and shall state the time and place at which it shall be held, provided however that where the Board deem the need for a Special General Meeting to be urgent it may call such a meeting after giving at least 3 clear days notice.

17.          Quorum
The quorum for General Meetings of the Society shall be ten members or such other figure as may be determined from time to time by a General Meeting provided notice of such change shall have been given to the members in advance of this meeting.

18.          Business of the Annual General meeting
The following business shall be transacted at every Annual General Meeting:

1. The minutes of the immediately preceding Annual General Meeting and of every other unconfirmed General Meeting (if any) held subsequent thereto during the period intervening between the two Annual General Meetings, shall be read by the Secretary, if present, or if the Secretary be absent by such other person as may be appointed for the purpose by the presiding chairperson of the meeting and shall be signed by such Chairperson when the meeting confirms the minutes as read or altered.
2. The transactions of the Society, its condition or the state of its affairs generally, or in any particular, shall be made the subject of a statement, either written for circulation amongst the Members or otherwise, to the meeting by the Chairperson, or if at the instance of the Board by the General Manager or other person appointed by it and the meeting may take such action thereon as it may decide provided, however, that no resolution on such statement shall take precedence over the adoption of the audited financial statements.

3. The financial statements, as certified by the Society’s Auditor for the immediately preceding statutory financial year or period and for such other periods or years in respect of which any audit may have been completed and which has not already been submitted to a General Meeting of the Society and adopted thereat, shall if correct, be adopted.
4. An Auditor in accordance with law, the Regulations and Rule 47 shall be appointed to carry out the statutory audit of the Society’s accounts for the financial year then current and to do such other work as the Board may deem necessary. The Board shall have power to fill any casual vacancy occurring in the office of Auditor until the next Annual General Meeting.
5. Elections to the Board
6. Authorisation of Borrowing Powers
7. The consideration of and if thought fit the approval of Operating Regulations as recommended by the Board.
8. Any other business arising of an incidental or ancillary nature that may be deemed by the Chairman proper and expedient, subject always to Rules 41 and 46 provided that the Secretary has received at least four clear days notice of it beforehand but the Chairman may, if he thinks fit waive this proviso and concede to the meeting such right of discussion and action in reference to any matter raised under this heading at any Annual General Meeting as he may consider adequate. The determination of the Chairman in relation to any matter referred to in this paragraph shall be final and conclusive.

19.              Adjournment
Any General meeting may be adjourned from time to time for any period not exceeding twenty-eight clear days.  No business shall be transacted at an adjourned meeting except what relates to the original agenda of such meeting.  If a Special General Meeting is adjourned, not less than four clear days notice shall be given to the members of the date fixed for the adjourned meeting.

20.              Adoption of Operating Regulations
The members present and voting at General Meetings of the Society may on a recommendation from the Board adopt or rescind or alter by a resolution passed by a simple majority Operating Regulations to govern or facilitate the operation of the activities of the Society.  Such Operating Regulations when adopted shall be binding upon all members of the Society provided they have been circulated to the registered address of the members unless there is a specific exclusion provided in the operating regulation for named members or categories of members.

21.             Voting
Each member present and entitled to vote at any meeting of the Society shall have only one vote, except the Chairperson, who shall have a casting vote whenever the votes are equal except in any ballot relating to the election of a Board member or officer of the Society.  All questions shall be decided in the first instance by a show of hands unless one fifth of members present demand a ballot, in which case a ballot shall be taken. No proxy voting shall be admissible.

22.              Business to be transacted at a Special General Meeting
No business shall be transacted at a Special General Meeting save that for the purpose of which the meeting is convened and of which full particulars shall be given in the notice convening every such meeting.

Section 8  

Statutory Obligations  and Miscelaneous

41. Amendments To Rules
Rules may be made, altered, rescinded or amended by a majority of two thirds of the members present and voting at a Special General Meeting called for the purpose. No new Rule shall be made nor shall any of the Rules be repealed or altered until the consent of the ICOS has been obtained in writing in accordance with the prefatory note to these Rules, nor until the text of the proposed new Rules or amendments shall have been circulated with the notice convening the meeting. Every alteration or amendment shall be duly registered with the Registrar of Friendly Societies and on registration, issued with the rules of the Society for the time being.

42. Affiliation to ICOS
The Society may, at the discretion of the Board, affiliate to the ICOS and pay such annual affiliation fee as may be agreed between the ICOS and the society. In the event that the society affiliates to the ICOS, the books and accounts of the Society shall be open to the inspection of any duly accredited representative of the ICOS during business hours. On payment of the agreed affiliation fee, the Society shall be entitled to such privileges as may be available from the ICOS from time to time.

43. Affiliation to the National Federation
The Board may, at all times pay whatever annual affiliation fee the Society is obliged to pay by reason of its membership of the National Federation and the Board may make such arrangements as appear to it to be desirable for the payment of these amounts.

44. Name
The registered name of the Society shall be kept displayed in a conspicuous place at the registered office of the Society and at any other place at which the business of the Society is carried on and shall be printed on all of the Society’s correspondence.

45. Seal
The Society shall have its name engraved in legible characters upon a seal, which shall be in the custody of the Secretary. It shall only be used under the authority of a Resolution of the Board and shall be attested by the signatures of two members of the Board and the Secretary.

46. Change of Name, Amalgamation, Conversion, Dissolution
The Society may, by Special Resolution in accordance with the provisions of Section 51(a) of the Industrial and Provident Societies Act 1893 or any other Acts altering or amending or re‑enacting the same:
Change its name;
Amalgamate with or transfer its engagements to another Society or Company, or accept a similar transfer;
Convert itself into a Company;
Voluntarily dissolve by Resolution to wind up under the Companies Acts.
Voting on Special Resolutions shall be on the basis of one vote per member present and voting.

47. Audit and Accounts
a) The accounts of the Society, together with a balance sheet showing the receipts, expenditure, funds and effects of the Society, and all necessary vouchers, shall be submitted once in every year for audit to one of the Public Auditors authorised by section 187 of the Companies Act 1990, who shall be selected in accordance with Rule 18(d) and shall not hold any other office in connection with the Society.

b) The Auditor shall have access to all the accounts, books, deeds, documents and vouchers of the Society and shall present statements of accounts in such form and for such periods as are prescribed by the Acts. The auditor shall duly fulfil the obligations imposed, and enjoy the rights conferred, on public auditors by the Acts and Regulations (including the certifying of the triennial return of shareholders required by section 4 of the Act of 1913) and shall do such other work as the Board may deem necessary. The Board shall have power to fix the Auditor’s remuneration and expenses for such work he/she may be engaged to do.

c) The Auditor shall be appointed annually by the Annual General Meeting and shall be eligible for re‑appointment.

d) Subject as hereinafter provided, at any Annual General Meeting a retiring Auditor, however appointed, shall be re‑appointed without any resolution being passed unless:
a. He/she is not qualified for appointment; or
b. a resolution has been passed at the meeting appointing somebody instead of him/her or providing expressly that he/she shall not be re-appointed; or
c. he/she has given to the Secretary of the Society at least 28 days notice in writing of his/her unwillingness to be re‑appointed.
e) Where notice is given of an intended resolution to appoint some other person in place of a retiring Auditor and by reason of the death, incapacity or disqualification of that person the resolution cannot be proceeded with, the retiring Auditor shall not be automatically re‑appointed by virtue of paragraph (c) above.
f) At least three days notice in writing to the Society shall be required for a resolution at the Society’s Annual General Meeting appointing as Auditor a person other than a retiring Auditor or providing expressly that the retiring Auditor shall not be re‑appointed. On receipt of notice of such an intended resolution, the Society shall forthwith send a copy thereof to the retiring Auditor.
g) Where notice is given proposing a resolution that the retiring Auditor shall not be re‑appointed the retiring Auditor may make representations in writing to the Society and may request that he/she be heard orally at the meeting or may request that the representations shall be read at the meeting of the Society, provided that nothing herein contained shall be construed as to secure needless publicity for defamatory matter.
h) The Board shall have power to fill any vacancy existing or occurring in the office of Auditor until the next Annual General Meeting.

48. Annual Return
The Board shall, before the 31st day of March in each year, forward to the Registrar the Form of Annual Return covering the period and in the manner prescribed by the Acts and the Regulations, accompanied by a copy of every Auditor’s Report and Balance Sheet made during the period included in the Return.

49. Triennial Returns of Shareholders
The Board shall, once at least in every three years, make out a Special Return and send it to the Registrar, together with the Annual return signed by the Auditor showing the holding of every person in the Society at the date to which the said Annual Return is made out.

50. Member and Return
A copy of each Annual Return shall be delivered gratuitously on application to every member or person interested in the funds of the Society.

51. Balance Sheet
A copy of the last Annual Balance Sheet for the time being, together with the Auditor’s Report, shall be kept hung up in a conspicuous place in the Society’s registered office.

52. Supplying Copies of the Rules
A copy of the Society’s Rules shall be supplied to any person demanding and paying for it the sum of six cent.

53. Inspection of Accounts by Members
Any member or person interested in the funds of the Society may inspect his/her own account and the Register of Members during business hours at the Society’s registered office.

54. Inspection by Registrar
Any ten members may, in accordance with Section 18 of the Industrial and Provident Societies Act 1893, apply to the Registrar to appoint an accountant to inspect the books of the Society and to report thereon.

55. Application to Registrar
Members may make application to the Registrar in accordance with the Acts:
To appoint one or more inspectors to examine into and report upon the affairs of the Society; or
To call a Special Meeting of the Society.

Section 9

Minors, Nominations, Deceased Members, Mental Disability

56. Minors
A person under full age within the meaning of the Age of Majority Act 1985, but above the age of 16, may be a member of the Society and enjoy all the rights of a member (except as by the Acts provided) and may execute all instruments and give all acquittances necessary to be executed or given under the Rules, but shall not be a member of the Board, Manager or Treasurer of the Society.

57. Nomination
Every member of the Society not being under the age of 16 years may, by writing under his/her hand delivered at or sent to the registered office of the Society during the lifetime of such member or made in any book kept thereat, nominate any person or persons to or among whom there shall be transferred at his/her decease such property in the Society as may be his/hers at the time of his/her decease (whether in shares, loans or otherwise), or so much thereof as is specified in such nomination, if the nomination does not comprise the whole. If on the death of the nominator the amount of his/her property in the Society comprised in the nomination exceeds €15,000, the nomination shall be valid to the extent of the sum of €15,000, but not further or otherwise. Provided that a person so nominated shall not be an officer or servant of the Society unless such officer or servant is the husband, wife, father, mother, child, brother, sister, nephew or niece of the nominator.
A nomination so made may be revoked or varied by a subsequent nomination signed and delivered or sent or made as aforesaid or by any similar document in the nature of the revocation or variation under the hand of the nominator so delivered, sent or made as aforesaid, but shall not be revocable or variable by the Will of the nominator or by any codicil thereto.
The Society shall keep a book wherein the names of all persons so nominated and all revocations or variations (if any) of such nominations shall be recorded, and the property comprised in any such nomination to an amount not exceeding €15,000 shall be payable or transferable to the nominee, although the Rules of the Society declare the shares not to be transferable.
The marriage of a member of the Society shall operate as a revocation of any nomination made by him before such marriage, provided that, in the event of an officer of the Society having transferred any property of a member to a nominee, in ignorance of a marriage contracted subsequent to the date of the nomination, the receipt of the nominee shall be a valid discharge to the Society and the Society shall be under no liability to any other person claiming such property.
A notice of the right of nomination shall be sent to every individual member who has not exercised this right, with the report of the first ordinary business meeting in each year of which a report is circulated among the members, and shall be otherwise given, as such meetings may direct.
The member shall pay for the recording or registering of every nomination, revocation or variation, whether or not accompanied by a fresh nomination, 1c, and one fee only shall be charged for the entry of all the names in any nomination, revocation or variation if more than one.

58. Deceased Members
On receiving satisfactory proof of the death of a nominator, the Board of the Society shall, subject to the limitation on the amount herein before mentioned, either transfer the property comprised in the nomination in a manner directed by the nomination,

or pay to every person entitled thereunder the full value of the property given to him, unless the shares comprised in the nomination, if transferred as directed by the nominator, would raise the share capital of any nominee to a sum exceeding €150,000 or an amount equal to 1 per cent of the total assets of the society, whichever is greater or such maximum amount as is fixed from time to time by law in which case they shall make the payment of any such excess in money.

Where a nominee who is nominated under the provisions of the Acts is under sixteen years of age, the Society may pay the sum nominated to either parent or to a guardian of the nominee, or to any other person of full age who will undertake to hold the same in trust for the nominee or to apply the same for his/her benefit and whom the Society may think a fit and proper person for the purpose, and the receipt of such parent, guardian or other person shall be sufficient discharge to the Society for all monies so paid.

If any member entitled to property in the Society in respect of shares or loans, not exceeding in the whole, at his/her death €10,000, dies intestate, without having made any nomination thereof then subsisting, the Board may, without letters of administration, distribute the same among persons as appear to them, on such evidence as they deem satisfactory to be entitled by law to receive the same.

Upon the death of a member who has an interest in the Society exceeding €10,000 and a Notice in writing given by his/her Executors or Administrators to the Secretary of the Society, stating the death of such member, and the first name, surname, profession or business of such legal representative and specifying the nature and amount of his/her interest or claim; and the production, if the case requires, of the Probate of the Will of such member, or letters of administration of his/her estate and of such evidence (if any) of his/her death as may be required by the Board, the Board, after satisfying any nomination made by such member, shall either transfer the shares, or other interest of the member specified in such Notice in the books of the Society to his legal representative, or shall pay to him/her the sum which represents the amount paid on such Shares and the value of such other property, if any, and may make such transfer or payment at their discretion, unless the transfer would increase the share capital of the transferee in the Society to more than such maximum amount as is fixed from time to time by law in which case they shall make the payment of any such excess in money.

59. Members with Mental Disability
If a member or person claiming through a member becomes of unsound mind, and no committee of his estate or Trustee of his/her property has been duly appointed, the Society, acting through its Board, may, when it is proved to the satisfaction of the Board of the Society that it is just and expedient so to do, pay the amount of the shares and loans belonging to such member to any person whom they shall judge proper to receive the same on his/her behalf, whose receipt shall be a good discharge to the Society for any money so paid.

60. Transfer To Or On Behalf Of Deceased, Bankrupt or Members of Unsound Mind
All payments or transfers made by the Board , under the above provisions, with respect to payments or transfers to or on behalf of a deceased or member of unsound mind to any person who at the time appears to the Board to be entitled thereunder shall be valid and effectual against any demand made upon the Board or Society by any other person.

If any member becomes bankrupt, his/her property in the Society shall be transferable or payable to the Trustee of his/her property or to his/her assignee in bankruptcy.

Every nominee or other person to whom any share is transferred under this section shall thereby become a member of the Society, if not previously a member.

Section 10

Notices ,Operating Regulations, Disputes & Arbitrations

61. Notices
All notices to Members under the provisions of these Rules shall be sent by post to the Registered Address of each member.

Every Member shall be taken to have due notice of every meeting, resolution or other matter of which notice is required by these Rules to be given or served, on notice thereof being posted or sent to the registered address of such Member.

No meeting shall be invalidated by the non-receipt of notice thereof by any Member.

Notwithstanding anything contained in these Rules, it shall not be necessary to serve notice of any General Meeting on any Member who the Board has reason to believe is deceased is resident outside of Ireland or is not resident at the registered address of such Member.

62. Amendment of and Application of Operating Regulations
The Operating Regulations appended to these Rules shall be the Operating Regulations in force at the date of registration of these Rules and shall apply in full to all Members subject to their being consistent with the Rules.

Amendments to the Operating Regulations may be adopted only on the basis of a resolution of a General Meeting of the Society where notice of the intention to propose such a resolution is contained in the notice convening the meeting. Such a resolution may be adopted in those circumstances on the basis of a simple majority.

No amendment to the Operating Regulations shall become operational until a copy of the amendment has been posted or delivered by hand to the registered address of each Member.

63. Disputes and Arbitration
Every dispute between the Society and a Member or any person aggrieved who has ceased for not more than six months to be a Member, or any person claiming under the Rules of the Society, if not amicably resolved, shall be submitted for arbitration to the Board of ICOS. The Board of ICOS may either arbitrate the case itself or appoint some person or persons to arbitrate it on its behalf. The costs of the arbitration shall be borne as the Board of ICOS or the arbitrator, as the case may be, directs, and such sum in respect of such costs as said Board or arbitrator decides shall be deposited prior to the hearing of the case. The award so made on every such arbitration shall be final and binding on all parties without appeal, and shall not be removable into any court of law or restrainable by injunction and application for the enforcement thereof may be made to the Circuit Court. No dispute shall be referred to the Registrar.