The Constitution of the Irish Whiskey Society

November 2010


The Constitution of the Irish Whiskey Society

PREAMBLE

GENERAL PROVISIONS

Article 1 : Name

Article 2 : Objective

Article 3 : General methods

Article 4 : Constitution

Article 5 : Members

Article 6 : Associate Members

Article 7 : Honorary Memberships

Article 8 : Privileges

METHOD OF ELECTION

Article 9 : Members and Associate Members

Article 10 : Honorary Members

SUBSCRIPTIONS

Article 11 : Appropriate Subscription

Article 12 : Payment of Subscriptions

VOTING

Article 14 : Voting

Article 15 : Method of Voting

Article 16 : Poll

DUTIES OF THE EXECUTIVE COMMITTEE AND OFFICERS

Article 17 : Executive

Article 18 : The Committee

Article 19 : Duties of the Committees

Article 20 : Duties of the President

Article 21 : Duties of the Honorary Secretary

Article 22 : Duties of the Treasurer

Article 23 : Money to be Banked

APPOINTMENT OF OFFICERS

Article 24 : Annual Elections

Article 25 : Nomination of President and Committee

Article 26 : Election of President and Committee

Article 27 : Election of Officers and Co-Opted Committee Members

Article 28 : Tenure of Office

Article 29 : Committee Vacancies

Article 30 : Auditors

SESSION AND MEETINGS

Article 31 : Session

Article 32 : Ordinary Meetings

Article 33 : Annual General Meeting

Article 34 : Special General Meeting

MISCELLANEOUS

Article 35 : Amendment to Constitution

Article 36 : Committee Bye-Laws

Article 37 : Expulsion And Suspension Of Members, Etc

Article 38 : Officers Suing And Being Sued

Article 39 : Distribution Of Profits

Article 40 : Winding Up

Article 41 : Delivery Of Notices


PREAMBLE

  1. We, the members of the IRISH WHISKEY SOCIETY, adopt this Constitution to ensure the effective representation of our collective interests and to ensure fair and democratic governance of the Society.
  2. Nothing in this Constitution shall be interpreted to give it a meaning that would discriminate on the grounds of political, racial, religious, sexual or social orientation.

GENERAL PROVISIONS

Article 1 : Name

The Society's official title shall be "THE IRISH WHISKEY SOCIETY" (hereinafter referred to as "the Society") or, as Gaeilge, "Cumann Uisce Beatha Eireannach"). The motto of the Society shall be "In spiritu universi" ("all together in spirit").

Article 2 : Objective

The principal objectives of the Society are to preserve the history and heritage of Irish Whiskey and to promote the appreciation and enjoyment of Irish whiskies by all, whilst also appreciating other whiskeys of the world, in an independent manner, free of commercial influence or gain.

The Society is for the responsible and sociable enjoyment of Whiskey.

Article 3 : General methods

Achieving the Objectives of the Society shall, insofar as is practicable, be carried out by means of:

Article 4 : Constitution

The Society shall consist of:

Article 5 : Members

The following shall be eligible for membership:

Article 6 : Associate Members

Article 7 : Honorary Memberships

The following shall be eligible for Honorary Membership:

Article 8 : Privileges

METHOD OF ELECTION

Article 9 : Members and Associate Members

Candidates eligible under Articles 5 and 6 shall be deemed to have been elected on payment of the appropriate Subscription.

Article 10 : Honorary Members

The Committee shall have the power to invite persons whom it may consider eligible under Article 7 to become Honorary Life Members. Such invitation may only be issued with the approval of a quorum of Committee members.

The number of Honorary Life Members shall not at any time exceed twenty.

SUBSCRIPTIONS

Article 11 : Appropriate Subscription

The appropriate Annual Subscription shall be that proposed and approved at an Annual General Meeting. The approved Subscription shall apply from the 1st January following that Annual General Meeting.

Article 12 : Payment of Subscriptions

Annual Subscriptions shall become due on the first day of January of the year to which it applies. Members who have not renewed their Subscriptions for the ensuing year by the 1st January shall lose all privileges of Membership pending regularisation of their Subscription. Where a Subscription has not been regularised within one month of the due date (grace period), Membership shall be deemed to have lapsed and the individual's membership shall be rescinded.

VOTING

Article 14 : Voting

Every Member/Honorary Member shall have one vote unless debarred under Articles 8 or 12.

Article 15 : Method of Voting

Voting at all Meetings may be taken by a show of hands and the vote decided by the majority except as herein provided to the contrary.

In the case of a tied vote, the presiding Chairman shall have the casting vote. Where an even number of members eligible to vote are present, the Chairman of that Meeting shall only vote where a casting vote is required.

The decision of the presiding Chairman as to the result of the voting shall be final unless a Poll is demanded. This applies to all Meetings.

Article 16 : Poll

If a Poll is demanded by at least three Members/Honorary Members, it shall be taken not less than two weeks, nor more than three weeks, after the date it was demanded. The result of the Poll shall be deemed to be the result of that meeting at which the Poll was demanded.

A Poll shall be taken by means of voting papers, which shall be forwarded to those Members/Honorary Members with current Voting Rights and returned, in such a manner as the Committee shall direct.

DUTIES OF THE EXECUTIVE COMMITTEE AND OFFICERS

Article 17 : Executive

The affairs of the Society shall be managed by a democratically elected Committee. The Committee shall be the governing body of the Society but shall be the subject to the control of the Members/Honorary Members of the Society in General Meeting. The Committee may delegate any or all of its powers to Sub-Committees, the President and Secretary/ies being de-facto Members of each Sub-Committee.

Article 18 : The Committee

The Distillery (Committee) shall consist of a:

A quorum requires participation of a minimum of 5 Committee Members. Any Meeting of Committee Members which fails to meet the requirements of a quorum shall be void/invalid/without standing.

The Committee may appoint Sub-Committees (Fermenters) to assist in specific areas.

Article 19 : Duties of the Committees

The duties of the Committee shall be to conduct the affairs of the Society in accordance with the Society's Constitution in order to achieve the Society's objectives, and to present an Annual Report to the Membership.

The duties of Sub-Committees shall be to complete tasks assigned by the Committee in accordance with the Society's Constitution in order to achieve, or recommend a method of achieving, an objective which shall conform with the Society's objectives, and to report findings to the Committee.

Meetings of all Committee Meetings and Sub-Committee Meetings, including all decisions taken, shall be minuted.

Article 20 : Duties of the President

The President shall deliver an Address at the Annual General Meeting reporting on the Session's challenges and achievements in the previous Session.

The President shall, when in attendance, preside at all Meetings of the Society and of the Committee or Sub-Committee. In the absence of the President, the Vice-President shall act "in loco" and, failing attendance of the Vice-President, an ad-hoc Chairman shall be elected to act from among those present.

Article 21 : Duties of the Honorary Secretary

The Secretaries shall have charge of all the Assets of the Society excluding Funds. They shall, subject to the directions of the Committee, manage the general business of the Society.

Article 22 : Duties of the Treasurer

The Treasurer shall, subject to the control of the Committee, have charge of the Funds of the Society. The Treasurer shall present a year-end Audited Account, reflecting the position at the previous end of year, at each Annual General Meeting.

Article 23 : Money to be Banked

All property, howsoever described, that is acquired using Society funds, or is donated to the Society, is the property of the Society and the Committee/Organisers are accountable to the membership for same.

Monies belonging to the Society not Invested shall be paid by the Treasurer into a central account held in the name of the Society..

For operational purposes, Chapters may open separate accounts to be managed locally by members designated by the Committee from time to time. The funds in such Chapter accounts remain the property of the Society.

The Banks and Branches to hold the Society's account(s) shall be those Banks and Branches nominated by the Committee from time to time

Authorisation for payments from Chapter account(s) shall be by at least two of the Chapter's members designated by the Committee from time to time, or by one of the designated members and one of the Society's President, Vice-President or Treasurer,

Chapters may not incur expenditure such as to exceed the funds available on account, except by express permission of the Committee.

Authorisation for payments from the Society's central account shall be signed by one of the President, Vice-President or other person designated by the Committee, and shall be countersigned by the Treasurer.

 

The Committee shall not commit to the disbursement of Funds to the extent that they would exceed the Assets of the Society, except by express permission of the Membership.

APPOINTMENT OF OFFICERS

Article 24 : Annual Elections

The President, Vice-President, Secretary/ies, Treasurer, Auditor(s) and Committee, shall be elected annually, as provided for below, and shall vacate office at the end of Session. Under extraordinary circumstances, such as the unavoidable cancellation of the Annual General Meeting, the Officers and Committee shall continue in office until a new President and Committee are elected. They shall be eligible for re-election subject to the provisions of Clause 28.

Article 25 : Nomination of President and Committee

Article 26 : Election of President and Committee

Article 27 : Election of Officers and Co-Opted Committee Members

The President shall call and convene a Committee Meeting, for which the quorum shall be five, not less than two weeks, nor more than two months, after the Annual General Meeting. This Meeting to include the President, the immediate past-President and Committee Members. The Committee shall, at that meeting, elect a Vice-President, Secretary/ies and Treasurer from among their number.

Article 28 : Tenure of Office

Article 29 : Committee Vacancies

Where a vacancy exists on the Committee, the Committee shall have power to co-opt a Member/Honorary Member to be Ordinary Committee Member for the duration of the remainder of the Session. The positions of President, Vice-President, Secretary and Treasurer, if subject to an out-of-course vacancy, shall be filled from among the Elected Committee Members, and shall not be filled by co-option, except by acceptance of a majority of the Membership at Special General Meeting.

Article 30 : Auditors

An Audit of the Society's Accounts may be called for at the request, in writing to the Secretary, by a minimum of ten of the membership.

Where an Audit is to be conducted, the Auditors shall audit the Society's Accounts for the Session(s). The Audit shall details all assets of the Society.

No Member/Honorary Member who has been a Member of the Committee during any part of the Session(s) being Audited shall be eligible to act as Auditor.

An external Auditor may be appointed by the Committee to audit the Accounts for any Session; in this case, no Member/Honorary Member shall act as Auditor.

SESSION AND MEETINGS

Article 31 : Session

The Session of the Society shall date from the Annual General Meeting in one year to the Annual General Meeting in the following year.

Article 32 : Ordinary Meetings

Ordinary Meetings shall be held at times fixed by the Committee. There shall be at least four Ordinary Meetings in each Session. The business at Ordinary Meetings shall be for the promotion of the Objectives of the Society.

Article 33 : Annual General Meeting

The Annual General Meeting shall be held each year on a date in November/December.

Sufficient time shall be allowed for the Audited Accounts to be prepared.

At the Annual General Meeting, the Report of the Committee for the Session shall be presented to the Members/Honorary Members, this report to include the Audited Statement of Account for the Society.

Article 34 : Special General Meeting

MISCELLANEOUS

Article 35 : Amendment to Constitution

Article 36 : Committee Bye-Laws

The Committee shall have power to make such bye-laws as it considers necessary, provided such bye-laws do not conflict with this Constitution or the Law of the Land. These bye-laws, unless and until revoked or altered, shall be binding on all Members/Honorary Members.

Article 37 : Expulsion And Suspension Of Members, Etc

Article 38 : Officers Suing And Being Sued

The Society may sue and be sued in the name of the President or any such other Officer as may be determined by the Committee.

Article 39 : Distribution Of Profits

Any Income or Surplus accruing to the Society, howsoever derived, shall be applied solely for the promotion of the Objectives of the Society and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise for the benefit of individual Members/Honorary Members of the Society.

Article 40 : Winding Up

Article 41 : Delivery Of Notices

Subject to the provisions of the Data Protection Act, contact details of Members shall be held and maintained by the Society for the purposes of communicating with the Membership.

The Committee may instruct the Secretary/ies not to send notices to specified Members/Honorary Members in certain circumstances. This shall not apply in the case of Members where notices relating to the following are concerned: