CONSTITUTION OF CLDI
(Approved April 2015)
The Name of the body shall be Children’s Liver Disease Ireland (“CLDI”).
The main object for which the body is established is to promote understanding, friendship and support among families affected by childhood liver disease.
In furtherance exclusively of the foregoing main objects:
1) To encourage Organ Donation and to be affiliated with the Irish Donor Network.
2) To engage with state and non-state bodies to monitor, evaluate and as appropriate work to improve the non-clinical aspects of the care of children with liver disease.
3) To engage with state and non-state bodies in the UK to monitor, evaluate and as appropriate work to improve the non-clinical aspects of the care provide by UK hospital to children from Ireland with liver disease.
To the extent that the same are essential or ancillary to the promotion of the main object of the body as heretofore set out the body may exercise the following powers
1) To have the power to provide, if finances permit, financial assistance to families whose lives have been significantly impacted by childhood liver disease.
2) To have the power to provide, if finances permit, grants to the GI team in Crumlin Hospital for work and research associated with the care of children with liver disease.
3) To have the power to receive donations to finance the pursuit of the main objects.
4) To have the power to organize events, the aim of which is raising donations to finance and further the pursuit of the main object.
5) To engage from time to time in such charitable activities as may be approved by the members attending an AGM, exclusively in furtherance of the main object.
6) To do all such other things as are incidental or conducive to the attainment of the above main object.
Adults shall be eligible for membership on completion of the membership form.
2) Junior Members
Children, and their siblings, with a liver disease living in Ireland, whose parents are adult members, shall be deemed to be junior members. Junior members shall not have the power to vote at any meetings of the body, hold office or serve on the Committee.
3) Honorary Members
The membership may include honorary members, such honorary members to be nominated by the Committee and agreed upon at the Annual General Meeting. Honorary members shall not have the power to vote at any meetings of the body, hold office or serve on the Committee.
1) The Committee
a) The Committee shall consist of the Chairperson, Secretary, Treasurer (“the Officers”) and a maximum of eight additional members (the “Ordinary Committee Members”).
b) The Chairperson, Secretary and Treasurer shall each serve for a term of three years.
c) The Ordinary Committee Members shall have a term of three years. The Ordinary Committee Members appointed in 2012 shall have a term of two years.
d) If they have not been re-elected, the immediate past Chairperson, Secretary and Treasurer may remain on the Committee for one year following completion of their term of office.
e) The election of the Officers and the Ordinary Committee Members shall be by ballot at the Annual General Meeting. In the event of the number of nominations being insufficient to fill the number of vacancies on the Committee, the remaining Committee Members shall have the power to co-opt such members to an Officer or Ordinary Committee member role.
f) The Committee shall work by way of quarterly updates. Each Committee member shall provide an update of the activities of the previous quarter and a plan for the forthcoming quarter to the Chairperson. This should include any decisions that need to be taken by the Committee. The Committee shall by meeting, emails, phone calls or conference calls make the required decisions and plans for the forthcoming quarter. The Secretary will then produce a newsletter update for the group to be circulated to the members.
g) Any Officer or Ordinary Committee Member who does not participate in this quarterly update process for three consecutive quarters, other than by reasons of illness or other serious cause, shall be deemed to have resigned.
h) The Committee shall have the power to appoint sub-committees and to appoint members to act on such sub-committees. The Committee shall define the scope and function of the sub-committee’s authority. The Committee shall review the membership and function of each sub-committee at least every second year.
2) Annual General Meeting
a) An Annual General Meeting of the members of the Association shall be held each year in April. At least one month’s notice of this meeting will be sent to members. At this meeting
i) The Chairperson’s report, the Secretary’s report, the Treasurer’s Report (including financial statements), and reports from the convenors of sub-committees shall be submitted.
ii) Elections of Officers and Ordinary Committee shall be held.
3) General Meeting
a) A general meeting may be summoned by,
i) The Committee at any time, or
ii) On requisition in writing signed by at least ten Adult Members and stating the business to be brought forward, the meeting to be held within two months of the date of the requisition provided that time shall be deemed not to run during the months of July and August.
INCOME AND PROPERTY
The income and property of the body, shall be applied and solely towards the promotion of its main object as set forth in this Constitution. No portion of the body’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 the members of the body. No Officer shall be appointed to any office of the body paid by salary or fees, or receiver any remuneration or other benefit in money or money’s worth from the body. However, nothing shall prevent any payment in good faith by the body of:
a) reasonable and proper remuneration to any member of the body(not being an Office) for any services rendered to the body;
b) interest at a rate not exceeding 5% per annum on the money lent by Officers or other members of the body to the body;
c) reasonable and proper rent for premises demised and let by any member of the body(including any Officer) to the body;
d) reasonable and proper out-of-pocket expenses incurred by any Officer in connection with their attendance to any matter affecting the body;
e) fees, remuneration or other benefit in money or money’s worth to any Company of which an Officer may be a member holding not more than one hundredth part of the issued capital of such Company.
If upon the winding up or dissolution of the body there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, it shall not be paid to or distributed among the members of the body. Instead, such property shall be given or transferred to some other charitable institution or institutions having main objects similar to the main objects of the body. The institution or institutions to which the property is to be given or transferred shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the body under or by virtue of Clause 1 hereof. Members of the body shall select the relevant institution or institutions at or before the time of dissolution, and if and so far as effect cannot be given to such provisions, then the property shall be given or transferred to some charitable object.
AMENDMENTS TO THE CONSTITUTION
Amendments to the Constitution shall be proposed by a resolution of the Committee, or on requisition in writing signed by at least ten Adult Members and sent to the Chairperson.
The Chairperson on receiving the proposal to amend the Constitution shall arrange a General Meeting in accordance with the provisions above.
A majority of the members present and voting at a General Meeting shall be required to adopt any amendment to the Constitution.
ADDITIONS, ALTERATIONS AND AMENDMENTS
No addition, alteration or amendment shall be made to or in the provisions of this Constitution for the time being in force unless the same shall have been previously approved in writing by the Revenue Commissioners.
The financial year shall be the calendar year 1st January to 31st December.
The Treasurer shall produce an Income and Expenditure statement and a Balance Sheet for each Financial Year and these shall be made available to the Revenue Commissioners on request.
It will be approved at a Annual General Meeting of Children’s Liver Disease Ireland.
Audited accounts shall be provided to the Revenue Commissioners as may be requested by the Revenue Commissioners in accordance with requirements in effect at any such time.
KEEPING OF ACCOUNTS
Annual audited accounts shall be kept and made available to the Revenue Commissioners on request if income goes above €100k.