Notice of Extraordinary General Meeting - 13 May, 2009
17 April 2009
An Extraordinary General Meeting (EGM) will be held on 13 May, 2009 at 5.00pm, in the Institute's offices, South Block, Longboat Quay, Grand Canal Harbour, Dublin 2.
At the EGM, Council will be seeking the approval of members to amend the Memorandum and Articles of Association of the Institute.
The proposed amendments to the Memorandum and Articles of Association which include the introduction of electronic voting for the Council elections are described briefly below and are designed primarily to achieve increased member participation in the election process and to offer clarification in the area of election procedures in the Institute.
The principal amendments are as follows:
- Clause 3, Memorandum of Association: Members of the Council are not remunerated for their services as Council Members. A small insertion is proposed here to clarify that Council Members can however be remunerated for services provided to the Institute other than in respect of their role as a Council Member (for example, for the provision of lecturing services).
- Article 28, Articles of Association: It is proposed to amend Article 28 to clarify that the Institute's procedures for the appointment of the President, Deputy President and Vice President also apply to any mid-term vacancies which may arise in these positions. Bye-law No. 3, which details the procedure, will be amended by Council accordingly if the proposal is approved.
- Article 30, Articles of Association: If approved this article introduces the possibility of holding the annual Council elections at a time not necessarily immediately prior to the AGM each year. Following a review of governance procedures it has been suggested that member participation in the election process may be increased by holding the elections earlier in the year. Appointments of Council Members resulting from the election however will continue to be effective from the date of the subsequent AGM in that year.
- Article 32, Articles of Association: Option for Council to introduce Electronic Voting for the Council Elections: It is proposed that Council be provided with the option of introducing electronic voting for the Council elections. If the proposal is approved, Members will be provided with the option of voting electronically. The main objectives of this proposal are to facilitate members who wish to interact with the Institute electronically and to increase member participation in the election process. If approved it would be envisaged that in time Council may decide to move to solely electronic voting for the election process.
The resolutions to implement the proposed amendments to the Memorandum and Articles of Association are contained in the Notice of the EGM, a copy of which is provided below together with the current and proposed versions of the Memorandum and Articles of Association.
Notice of Extraordinary General Meeting
Memorandum and Articles of Association - Current version
Memorandum and Articles of Association - Proposed version