The name of the body governed by this Constitution is "Irish Mountaineering Club" (in Irish, "Cumann Sléibhteoireachta na hÉireann"), hereinafter referred to as "the Club". The Club shall be based in Ireland.
Objects of the Club
| 2.1.|| The main object of the Club is to encourage and organise mountaineering (including rock-climbing, hill-walking, ice-climbing, and bouldering) and kindred activities in Ireland and abroad.|
| 2.2.|| The subsidiary objects of the Club are:|
| 2.2.1.|| to act on behalf of and in the interests of Club members in matters related to the main object of the Club;|
| 2.2.2.|| to promote awareness of the need to maintain access to, and the conservation and protection of, the cliff, mountain, and upland environment;|
| 2.2.3.|| to provide services and facilities for its members and others in furtherance of the main object of the Club.|
| 3.1.|| The management of the Club’s affairs shall be vested in the Committee. The Committee shall comprise the Club’s Officers and up to five other members.|
| 3.2.|| The Club’s Officers and two other Committee members shall be elected at each Annual General Meeting. Those positions on the Committee which remain unfilled after an Annual General Meeting may be subsequently filled by co-option by the Committee at its discretion.|
| 3.3.|| Every Committee member must be a Full Member of the Club and must be resident in Ireland.|
A Committee member’s position shall cease:
| 3.4.1.|| at the next Annual General Meeting after his/her appointment; or|
| 3.4.2.|| on his/her giving notice of resignation to the Chairman (or, in the case of the Chairman, by giving notice to the Secretary); or|
| 3.4.3.|| on becoming unable to perform his/her duties for the remainder of his/her term; or|
| 3.4.4.|| in accordance with a resolution passed at an Extraordinary General Meeting.|
The Committee may co-opt a replacement for a Committee member whose position has ceased.
The Club’s Officers shall be as follows:
| 3.5.1.|| The Chairman, whose duties shall be to oversee the operation and development of the Committee, issue notices of, set the agenda for and chair Committee meetings, and as otherwise specified in this Constitution.|
| 3.5.2.|| The Secretary, whose duties shall be to deal with correspondence relating to Club affairs, issue notices of General Meetings, record and publish the minutes of Committee meetings and General Meetings, record and publish details of Club policies as decided by the members and Committee in a format suited to providing a permanent archive of information useful to future memberships/Committees, and as otherwise specified in this Constitution.|
| 3.5.3.|| The Treasurer, whose duties shall be to maintain the Club’s finances and accounts, provide financial reports to the Committee, members, and others as required, cause the annual accounts to be audited, and as otherwise specified in this Constitution.|
| 3.5.4.|| The Publicity Officer, whose duties shall be to operate, maintain and promote any publications and websites operated by the Club, keep members informed about the services and facilities and benefits available to them, deal with general promotional publicity relating to the Club, and as otherwise specified in this Constitution.|
| 3.5.5.|| The Membership Officer, whose duties shall be to recruit new members, try to retain existing members, monitor members’ membership status, propose membership status changes to the Committee as appropriate, inform members of any changes to their membership status, maintain and publish membership records, and as otherwise specified in this Constitution.|
| 3.5.6.|| The Training Officer, whose duties shall be to organise and promote training-related activities for the Club’s members.|
| 3.5.7.|| The Meets Secretary, whose duties shall be to organise and promote regular mountaineering and social activities for the Club’s members.|
| 3.5.8.|| The Hut Warden, whose duties shall be to operate, maintain and promote the IMC Hut.|
| 3.5.9.|| The Librarian, whose duties shall be to operate, maintain and promote the Club’s library, and maintain the Club’s historical records in a secure, controlled, and accessible location.|
| 3.6.|| The Committee may appoint such sub-committees as it sees fit, and any Officer may delegate tasks to others as he/she sees fit, subject to any direction by the Committee.|
| 3.7.|| Nobody may hold the same Officer position for more than three consecutive terms.|
| 3.8.|| The Committee shall meet at least four times between Annual General Meetings, with each meeting being not more than four months after the previous Committee meeting or General Meeting. The quorum for Committee meetings shall be five Committee members. In the absence of the Chairman from a Committee meeting, the Committee may elect one of its members who are present to perform the Chairman’s duties. In the absence of the Secretary from a Committee meeting, the Committee may elect one of its members who are present to perform the Secretary’s duties.|
| 3.9.|| The Committee members shall be indemnified against all actions and proceedings, costs, damages or claims arising out of the legitimate performance of their duties out of the property of the Club and by the members.|
| 4.1.|| The Club shall have a President, who shall be elected at an Annual General Meeting for a term of two years. The President shall be the patron of the Club, shall chair subsequent General Meetings, and may attend but not vote at Committee meetings.|
| 4.2.|| The President must be a Full Member of the Club, for not less than five years in total, and must be resident in Ireland.|
The President’s position shall cease:
| 4.3.1.|| on the expiration of his/her term of office; or|
| 4.3.2.|| on his/her giving notice of resignation to the Chairman; or|
| 4.3.3.|| on becoming unable to perform his/her duties for the remainder of his/her term of office; or|
| 4.3.4.|| in accordance with a resolution passed at a General Meeting.|
In this event the Chairman shall perform the duties of the President until the next election of a President.
| 4.4.|| The President shall be indemnified against all actions and proceedings, costs, damages or claims arising out of the legitimate performance of his/her duties out of the property of the Club and by the members.|
| 5.1.|| The Club’s membership shall consist of Associate Members and Full Members.|
The option to become an Associate Member of the Club is open to any person:
| 5.2.1.|| who is at least eighteen years of age; and|
| 5.2.2.|| who accepts that mountaineering is an activity with risk of personal injury or death, confirms that he/she is aware of and accepts these risks, and agrees to be responsible for his/her own actions and involvement; and|
| 5.2.3.|| who pays a subscription to cover membership for the remainder of the subscription year, which shall be the entire annual subscription or a portion thereof, as determined by the Committee from time to time; and|
| 5.2.4.|| who has not been expelled from the Club during the previous five years; and|
| 5.2.5.|| who, if he/she has been expelled from the Club more than five years previously, is accepted by the Committee.|
| 5.3.|| The Committee may elect as a Full Member anybody who fulfils the criteria for being an Associate Member, and satisfies the Committee that they are competent in mountain navigation and safety and in leading rock-climbs of at least V.Diff standard.|
| 5.4.|| The Club may have up to ten Honorary Members at any time. An Honorary Member may be nominated by the Committee for election at an Annual General Meeting, the Committee having been satisfied that the person has rendered outstanding service to mountaineering and/or to the Club. An Honorary Member shall become a Full Member of the Club, but shall not be liable to pay subscriptions.|
Membership of the Club shall cease:
| 5.5.1.|| on receipt by the Secretary of a notice of resignation from the member; or|
| 5.5.2.|| on the member’s failure to pay the annual subscription before 31st December in any year or|
| 5.5.3.|| as otherwise provided for in this Constitution.|
| 5.6.|| The Committee shall deal with any allegations it receives that a member’s conduct is or has been contrary to the interests of the Club. The entire procedure shall be carried out in accordance with the principles of natural justice. The member’s membership, or benefits of his/her membership, may be immediately suspended pending resolution of the issue, if such is deemed necessary to protect the interests of the Club. A mediator may be appointed to attempt to mediate the issue, and a disciplinary panel may be appointed to adjudicate on the issue and recommend sanctions. Mediators and disciplinary panel members need not be members of the Club and may not be members of the Committee, and shall carry out their duties fairly, courteously and discreetly. Decisions shall be based on the balance of probability. The Committee shall accept the decision of a disciplinary panel and implement its recommendations, except under exceptional circumstances. Sanctions up to and including expulsion from membership of the Club may be imposed.|
| 6.1.|| The Club shall levy an annual subscription on members. The subscription shall be payable a year in advance, becoming due on 1st November each year.|
| 6.2.|| The proposed annual subscription for the following year shall be determined by the committee each year and this proposal shall be put to the Annual General Meeting for approval.|
| 6.3.|| The subscription approved by the AGM shall be reconfirmed to the members before 1st October of the following year. Subscriptions shall be accepted from the time of notification.|
| 6.4.|| Any member who has completed forty years membership (some of which may have been as an Associate Member) of the Club shall not be required to pay further subscriptions.|
All general meetings
| 7.1.1.|| General Meetings shall be held at a suitable venue. The venue shall be in Dublin or within 5km of the IMC Hut.|
| 7.1.2.|| In the absence of the President, a General Meeting shall be chaired by the Chairman. In the absence of both, a Full Member may be elected to chair the meeting from among those present.|
| 7.1.3.|| A General Meeting may be attended only by members of the Club and by other persons who have been invited by the President at his/her discretion. The Membership Officer shall make available at a General Meeting a list of members entitled to attend and members entitled to vote.|
| 7.1.4.|| At a General Meeting, the quorum shall be twenty-five Full Members or half the membership, whichever is less. If within one hour of the notified time of the start of the meeting a quorum is not present, then:|
- If the meeting had been convened upon the requisition of members, it shall be dissolved.
- Otherwise, it shall be adjourned for one week to the same time and place, and if at the adjourned meeting a quorum is not present within one hour, the members present shall constitute a quorum.
| 7.1.5.|| This Constitution may be amended by a motion passed by a two-thirds majority of the Full Members present and voting at any General Meeting.|
| 7.1.6.|| Only Full Members of the Club may vote at General Meetings.|
| 7.1.7.|| Voting at General Meetings shall be by simple majority of those present and voting, except where otherwise specified in this Constitution.|
Annual General Meetings
| 7.2.1.|| An Annual General Meeting of the Club shall be held each year. The meeting shall be held in October or November, except under exceptional circumstances.|
| 7.2.2.|| At least five weeks preliminary notice of an Annual General Meeting shall be given to members.|
| 7.2.3.|| Any two Full Members of the Club may have a motion placed on the agenda for an Annual General Meeting if notice of it, signed by the two members as Proposer and Seconder respectively, is given to the Secretary at least three weeks before the meeting. The Committee may also place a motion on the agenda. The Secretary shall notify members of the agenda at least two weeks before the meeting.|
| 7.2.4.|| Each Annual General Meeting shall deal with the following matters, in such order as the Committee decides:|
- Receive and approve the minutes of the previous Annual General Meeting.
- Receive an address from the President.
- Receive and approve a report from each of the Club’s Officers. The Treasurer’s report shall include an audited Income and Expenditure Account and Balance Sheet.
- Deal with the motions on the agenda.
- Elect the Officers and two other Committee members for the following year.
- Elect one or more auditors, who shall not be members of the Committee, and need not be members of the Club.
- Elect a President, if such an election is due.
- An open discussion session, at the President’s discretion.
| 7.2.5.|| Any motion on the agenda of an Annual General Meeting may be amended at the meeting if the amendment is proposed and seconded by two Full Members, and the President chairing the meeting is satisfied that it does not materially alter the substance of the motion.|
Extraordinary General Meetings
| 7.3.1.|| An Extraordinary General Meeting shall be convened if the Committee so decides, or if the Secretary is given notice of a motion which has been signed by two Full Members as Proposer and Seconder respectively, together with eight or more other Full Members. The Secretary shall, within one week of receipt of the motion, issue to all members between two weeks and four weeks notice of the meeting and its agenda, except in the case of an emergency, when a shorter notice period may be given.|
| 7.3.2.|| At an Extraordinary General Meeting, only the motions on the agenda may be dealt with.|
The IMC Hut
Trustees shall hold for the benefit of the Club’s members the property known as the IMC Hut in Glendasan, Co. Wicklow, and the Club shall maintain it for the use of its members and others, for activities consistent with the objects of the Club.
Club Finance and Property
| 9.1.|| Annual audited accounts shall be kept and made available to the Revenue Commissioners on request.|
The income and property of the Club shall be applied solely towards the promotion of its main objects as set out in this Constitution. No portion of the Club’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 Club. No Officer shall be appointed to any office of the Club paid by salary or fees, or receive any remuneration or other benefit in money or money’s worth from the Club. However, nothing shall prevent any payment in good faith by the Club of:
| 9.2.1.|| reasonable and proper remuneration to any member of the Club (not being an Officer) for any services rendered to the Club;|
| 9.2.2.|| interest at a rate not exceeding five percent per annum on money lent by Officers or other members of the Club to the Club;|
| 9.2.3.|| reasonable and proper rent for premises demised and let by any member of the Club (including any Officer) to the Club;|
| 9.2.4.|| reasonable and proper out-of-pocket expenses incurred by any Officer in connection with their attendance to any matter affecting the Club;|
| 9.2.5.|| 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.|
| 9.3.|| The Committee may borrow money for the purposes of the Club only when authorised to do so by a resolution, setting out the purpose and terms of the loan, passed by a two-thirds majority of the Full Members present and voting at a General Meeting. All members of the Club whether voting on such a resolution or not, and all persons becoming members of the Club after passing of the resolution, shall be deemed to have assented to the resolution as if they had voted in favour of it.|
| 9.4.|| The management and control of all property of the Club shall be vested in the Committee or in any Trustees entrusted by the members therewith.|
| 9.5.|| The members of the Club may from time to time appoint Trustees, who may be persons or corporate bodies. The Trustees shall deal with property vested in them in a manner as directed from time to time by resolution of the members. The Trustees shall be indemnified against all actions and proceedings, costs, damages or claims arising out of the legitimate performance of their duties out of the property of the club and by the members. Trustees shall hold office until death or resignation, unless removed from office by resolution passed by a majority of two-thirds of the Full Members present and voting at a general meeting.|
Dissolution of the Club
| 10.1.|| If at any General Meeting of the Club a resolution is passed approving the dissolution of the Club, such a resolution shall require to be confirmed at a subsequent Extraordinary General Meeting, of which twenty-eight days notice shall be given to all members, by a majority of three-quarters of the Full Members present and voting. Dissolution shall be deemed to take place at the conclusion of business of such a meeting. The Committee and the Trustees shall remain in office for so long as it is necessary for them to dispose of the property of the Club and to wind up the affairs of the Club generally.|
| 10.2.|| If upon the winding up or dissolution of the Club 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 Club. Instead, such property shall be given or transferred to some other institution or institutions having main objects similar to the main objects of the Club. 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 Club under or by virtue of Clause 9.2 hereof. The Full Members of the Club 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.|
| 11.1.|| The Club shall make available to every member a copy of this Constitution when they join the Club, as soon as practicable following any amendment to the Constitution, and on request to the Secretary.|
| 11.2.|| Where this Constitution refers to notices, such notices shall be in writing, either posted to the recipients’ addresses or given in person, except that where a recipient has unambiguously agreed for the time being to accept all notifications by e-mail or any other durable and unambiguous method, that method may be used instead.|
| 11.3.|| No addition, alteration or amendment shall be made to or in the provisions of Clauses 2 or 9.1 or 9.2 or 10.2 or this clause of this Constitution for the time being in force unless the same shall have been previously approved in writing by the Revenue Commissioners.|