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Irish Aubrac Cattle Breed Society Limited
XII. STATUTORY OBLIGATIONS AND MISCELLANEOUS
61. Seal, its custody and use
The Society shall have its name engraved in legible characters upon a seal, which shall be left in the custody of the Secretary or such other person as the Council may from time to time appoint, and shall be used only under the authority of a resolution of the Council and shall be attested by the signatures of two members of the Council and the counter-signature of the Secretary, or such other person as the Council may from time to time appoint.
62. Publication of Name
The registered name of the Society shall be painted or affixed and kept painted or affixed on the outside of every office or place in which the business of the Society is carried on, in a conspicuous position and in letters easily legible and its registered name shall be engraved in legible characters on its seal, and such name shall be legibly stated in all notices, advertisements, correspondence and other official publications of the Society, and in all bills of exchange, promissory notes, endorsements, cheques, and orders for money or goods purporting to be signed by or on behalf of the Society, and in all bills or parcels, invoices, receipts and letters of credit of the Society.
63. Special Resolutions
The Society may, by Special Resolution passed in manner prescribed by the Acts:
a) Change its name with the approval of the Registrar in writing but no change shall affect any right or obligation of the Society or any member thereof, by or against the Society notwithstanding its new name;
b) Amalgamate with or transfer its engagements to any other society, or accept any such transfer as provided by the Acts.
c) Convert itself into a company under the Companies Acts, or amalgamate with or transfer its engagements to any such company as provided in the Acts.
d) Dissolve itself as provided for in Rule 64.
64. Dissolution
The Society may be dissolved:
(a) By an order to wind up the Society; or
(b) A resolution for the winding up thereof made as is directed with regard to companies by the Companies Act 2014 the provisions whereof shall apply to such order or resolution except that the term “Registrar” shall, for the purpose of such winding up, have the meaning given to it by the Acts.
65. Audit & Accounts
The Council shall cause proper books of accounts to be kept as are necessary to give a true and fair view of the state of the Society’s affairs and to explain its transactions and shall relate to:
a) All sums of money received and expended by the Society and the matters in respect of which the receipt and expenditure takes place and
b) All sales and purchases of/by the Society and
c) The assets and liabilities of the Society.
The accounts and Annual Return of the Society and all necessary vouchers shall be submitted once in every year for audit to one of the auditors authorised by Section 55 of Companies (Statutory Audits) Act 2018, who shall be appointed in accordance with provisions of Rule 31(e) and shall not hold any other office in connection with the Society.
66. Re-appointment or Replacement of Retiring Auditor
1. Subject as hereinafter contained, at any Annual General Meeting a retiring Auditor, however appointed, shall be re-appointed without any resolution being passed unless:
a) He is not qualified for appointment; or
b) A resolution has been passed at the meeting appointing somebody instead of him or providing expressly that he shall not be re-appointed; or
c) He has given the Society notice in writing of his unwillingness to be re-appointed.
2. Where notice is given on 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 sub section (1) hereof.
3. At least ten clear 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.
4. On receipt of notice of such an intended resolution as aforesaid, the Society shall forthwith send a copy thereof to the retiring Auditor.
5. 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 be heard orally at the meeting or may request that the representations shall be read at the meeting of the Society provided, however, that nothing herein contained shall be construed as to secure needless publicity for defamatory matter.
67. Duty of the Auditor
The Auditor shall audit the accounts and annual returns of the Society and sign the accounts to be placed before the General Meeting.
68. Auditor shall have access to all books
The auditor shall have access to all books, deeds, documents, securities, vouchers and accounts of the Society, and shall examine the statement of the accounts and annual returns and verify the same with the books, deeds, documents, accounts and vouchers relating thereto, and shall either sign the same as found by him to be correct, duly vouched, and in accordance with law or specially report to the Society in what respect he finds them incorrect, unvouched or not in accordance with law.
69. Annual Returns
1. The Society shall once in every year not later than the 30th day of April, or such other date that maybe fixed from time to time by law, send to the Registrar an annual return of the receipts and expenditure, funds and effects of the Society as audited.
2. The annual return:
a) shall be signed by the auditor; and
b) shall show separately the expenditure in respect of the several objects of the Society; and
c) shall be made out from the date of its registration or last annual return to that of its last published balance sheet, unless the last-named date is more than four months before or more than one month after the 31 December, in which case it shall be made up to the 31st December inclusive; and
d) shall state that the audit has been conducted by a public auditor as provided by the Acts and the name of such auditor.
3. The Society shall send to the Registrar together with the Annual return a copy of the balance sheet and report of the Auditor, or if more than one such balance sheet or report has been made during the period included in the return, a copy of each of such balance sheets and reports.
70. Supply of Copies of Annual Returns
The Society shall supply gratuitously to every member or person interested in the funds of the Society on his application a copy of the last annual return of the Society.
71. Copy of last Balance Sheet
The Society shall at all times keep a copy of the last Statement of accounts for the time being together with the Report of the Auditor displayed in a conspicuous place at the registered office of the Society.
72. Inspection of accounts of Members and others
Any member or person having an interest in the funds of the Society shall be allowed to inspect his own account and the books containing the names of the members at the registered office of the Society or at any place where the same are kept, subject to such regulations as to the time and manner of such inspection as may be made from time to time by the General Meetings of the Society.
73. Inspection on order of Registrar
Any ten members of the Society each of whom has been a member of the Society for not less than twelve months immediately preceding the date of the application may apply to the Registrar in the form prescribed by the Regulations to appoint an Accountant or actuary to inspect the books of the Society, and to report thereon, pursuant to Section 18 of the Industrial and Provident Societies Act, 1893.
74. Application to Registrar
Members may make application to the Registrar in accordance with the Acts:
a) to appoint one or more inspectors to examine into the affairs of the Society and to report thereon; or
b) to call a Special General Meeting of the Society.
75. Copy of Rules
Every person shall be entitled to a copy of the Society’s rules on payment of a fee of 5 cents.
76. Alteration of Rules
Rules may, subject to the written consent of the ICOS as laid down in the prefatory notice to these rules, 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. Every alteration or amendment shall be duly registered and on registration issued with the rules of the Society. No new rule or amendment is valid until registered with the Registrar of Friendly Societies.
77. Disputes and Arbitrations
Every dispute between the Society and a member of the Society or any person aggrieved who has not for more than six months ceased to be a member of the Society, or any person claiming through such member or person aggrieved or claiming under the rules of the Society, shall unless amicably adjusted, be submitted for arbitration to the Board of ICOS who may either arbitrate the case themselves or appoint some person or persons to arbitrate it on their behalf.
The costs of the arbitration shall be borne as the Board of ICOS directs, and such sum as the said Board of ICOS 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.
78. Irrelevant Subjects
No political or sectarian discussion shall be raised nor shall any resolution which deals with irrelevant subjects be proposed either at a Council Meeting, General Meeting or any other meeting of the Society.
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