Company Limited By Guarantee Model Articles are essential for organizations establishing themselves as non-profit entities in Ireland. This document template, compliant with the Companies Act 2014, provides the constitutional framework for companies where members' liability is limited to a guaranteed amount rather than shareholdings. It is particularly suitable for charities, professional bodies, social enterprises, and community organizations. The articles detail crucial aspects such as membership rights, director responsibilities, meeting procedures, and decision-making processes. These Model Articles can be customized to suit specific organizational needs while maintaining compliance with Irish company law requirements. They serve as the primary governance document throughout the company's lifetime, establishing clear rules for internal management and stakeholder relationships.
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1. Interpretation: Definitions of key terms used throughout the articles
2. Preliminary: Basic company information including name, registered office, and company type
3. Members: Rules regarding membership, including admission, termination, and rights of members
4. General Meetings: Procedures for calling and conducting general meetings, voting rights, and quorum requirements
5. Directors: Appointment, removal, powers, and duties of directors
6. Directors' Meetings: Procedures for board meetings, voting, and decision-making
7. Secretary: Role and responsibilities of the company secretary
8. Execution of Documents: Rules for executing documents and use of company seal
9. Accounts: Requirements for maintaining and auditing financial records
10. Winding Up: Procedures for dissolution and distribution of assets
11. Indemnity: Provisions for indemnifying directors and officers
1. Charitable Status: Additional provisions required if the company is registered as a charity
2. Electronic Communications: Specific provisions for electronic meetings and communications, particularly relevant post-COVID
3. Branches: Rules for establishing and managing company branches if expansion is anticipated
4. Advisory Board: Structure and role of advisory board if required
5. Dispute Resolution: Specific procedures for handling internal disputes
6. Membership Categories: Different classes of membership if multiple tiers are needed
7. International Operations: Additional provisions for companies operating across borders
1. Proxy Notice: Standard form for appointing proxies for general meetings
2. Standing Orders: Detailed procedures for conducting meetings
3. Membership Application Form: Standard form for membership applications
4. Directors' Conflict of Interest Policy: Detailed procedures for handling conflicts of interest
5. Committee Terms of Reference: Standard terms of reference for sub-committees
6. Code of Conduct: Detailed code of conduct for members and directors
7. Electronic Communications Protocol: Detailed procedures for electronic meetings and voting
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