1. Name 

1.1 The Name of the Association is the ‘Kinsale Chamber of Tourism & Business’ otherwise referred to as ‘K.C.O.T.B.’  or ‘The Chamber’. 

1.2 The Chamber is incorporated under the Companies Acts 1963 – 2015 as Quadrana Company Limited by Guarantee (“Quadrana CLG” or the “Company”), with  registration number IE352725. The contents and operation of The Chamber Rules as approved by the members shall be subsidiary and ancillary to the Constitution incorporating the Memorandum and Articles of Association of Quadrana  CLG, and, in the event of a conflict between these Rules and the Constitution of the Company, the Memorandum and Articles of Association shall take precedence.

2. Registered Office
2.1 The registered office and address of the Chamber shall be 8 Guardwell, Kinsale, Co. Cork P17 Ireland.

3. Interpretation
3.1 In the event of any question arising as to the interpretation or application of these Rules, the Committee shall decide the matter, subject to an appeal for a final decision to a General Meeting of the Chamber.

4. Definitions 

4.1 In this Rules of Operation unless the context otherwise requires:‐ 

(a) “Committee” means the Committee of the Chamber for the time being duly constituted as such in accordance with Rule 7; 

(b) “Chamber” means Kinsale Chamber of Tourism & Business; 

(c) “Member” means a Member of the Chamber who has paid the agreed subscription in the current financial year; 

(d) “Officers” means Chairperson, Vice Chairperson, Honorary Secretary and Honorary Treasurer of the Chamber as well as other members elected to the Committee. 

(e) “Rule” means rules of this Chamber. 

4.2 Number & Gender 

In these Rules, unless the context otherwise requires, the singular includes the plural and vice versa and the masculine gender includes the female gender and vice versa. 

5. Objects 

The objects of the Chamber shall be: 

(a) To effectively represent the commercial, industrial and professional community of Kinsale in its broadest sense and to promote the economic, tourist, retail, cultural, community and environmental development of the district; 

(b) To take an active interest in all matters of the moment affecting Kinsale with the view to improving, promoting and protecting the interests of Members; 

(c) To undertake an educational role to promote to Members of the Chamber and to the Community, the need to strive for excellence in all commercial undertakings; 

(d) To promote within the community the ideals of taking pride in the town and the benefits of cross collaboration when promoting the Kinsale as a vibrant tourist destination. ‘A rising tide lifts all boats.’

(e) To aid the Community in the development of a commercial environment in which entrepreneurship can flourish; 

(f) To establish a rapport with civic, business, and other sectors of the Community and be recognised as representing and presenting the view of tourism and 

commerce to the Community; 

(g) To actively assist in the promotion of tourism and business to the area and to keep Members informed of tourism and other related business opportunities; 

(h) To keep Members informed on important matters affecting local businesses, trade, retail and tourism; 

(i) To promote, support, protect or oppose legislative or other measures that may affect the interests of all Members as a whole; 

(j) The involvement of the Chamber concerning legislative matters referred to in 5(i) will be carried out on a case by case basis, either at the discretion of the Committee or by the prescribed majority vote of members present at a General Meeting or Extraordinary General Meeting;

6. Membership 

6.1 Any persons, companies, partnerships carrying out a business, trade or profession in Kinsale may become a Member by paying the appropriates subscription fee as proposed by the Committee and agreed at each annual general meeting. Membership shall expire at the end of each financial year. It shall be renewed on payment of the subscription fee for the subsequent year. Only a paid Member may vote at a General Meeting of the Chamber. 

6.2 The Chamber shall allow annual Associate Membership from private individuals or companies otherwise engaged in a business or profession outside the Kinsale area. This membership is to be reviewed annually. Associate Members shall be entitled to attend all General Meetings but may not vote there nor hold any office in the Chamber. An Associate Member must pay the annual subscription at rates determined by the Committee. 

6.3 Honorary Membership. The Committee may elect to Honorary Membership of the Chamber distinguished members of the community or other persons who have played a significant part in the promotion and development of the town. Honorary Members are not entitled to vote at meetings. 

6.4 The Honorary Treasurer shall maintain a register (including membership rate, contact telephone number and email address) of all businesses who have become Members; any change in contact details should be sent to the Honorary Treasurer.

6.5 If any member of the Chamber or Director or partner in a firm which is a member of the Chamber shall be convicted of an indictable offence or adjudged as bankrupt or make a composition or arrangement with his creditors under the provisions of any statute or if any company which is a member shall enter in liquidation whether compulsory or voluntary (save for the purpose or reconstruction) such member, firm or company shall thereupon have their membership suspended pending a decision of the Committee to either terminate or reinstate membership. If any member acts in a manner detrimental to the interests of the Chamber, the membership of such member may be suspended or terminated by a resolution carried by a majority of two‐thirds of the votes recorded in respect of same at a General or Extraordinary General Meeting.

6.6 The committee will agree an annual contribution at suggested rates and upon payment of same the persons, companies, partnerships carrying out a business, trade or profession in Kinsale shall be deemed Members. In determining the annual subscription, the Committee may prescribe different rates for different classes of Members or any other basis of differentiation that the Committee decides or these rules may require. The annual subscription shall be payable before the 1st April  of each financial year, provided that where a member joins after the first quarter in any year, the Committee may reduce pro‐rata the subscription payable for the remainder of the current financial year, but in no case shall the subscription be less than one half of the annual subscription.

7. Committee  

7.1 Apart from any determinations made by a General Meeting of Members, the policy of the Chamber is to be determined by the Committee. The Committee will also deal with the management of the business and finances of the Chamber and with other matters provided for by this Rules of Operation. 

7.2 Composition of the Committee 

 The Committee will consist of: 

(a) the Chairperson; 

(b) the Vice Chairperson; 

(c) the Honorary Treasurer; 

(d) the Honorary Secretary 

(e) a minimum of three and maximum of five additional Members, all of whom will be elected at the Annual General Meeting of the Chamber. All Members of the Committee must hold office until their successors are appointed but the elected positions must be declared vacant immediately prior to the Annual General Meeting. 

7.3 Vacancies on the Committee 

A position on the Committee will be deemed vacant if a Member: 

(a) Resigns their Membership of the Committee by notice in writing sent to the Chairperson. 

(b) Fails to attend 6 consecutive meetings of the Committee of which they have had due notice unless they have been granted leave of absence by a resolution of the Committee.

(c) Is removed from office at a Special General Meeting of Members of the Chamber. 

(d) Dies, or departs for more than 6 months from the Republic of Ireland. 

7.4 In the event of a death, disqualification, or resignation of the Chairperson, the Committee will elect, either the Vice Chairperson to be Chairperson or if the Vice Chairperson is not prepared to act, then any member of the Committee. 

7.5 In the event of a death, disqualification, or resignation of any other member of the Committee, they may be replaced by another Committee member following a vote of the Committee. 

7.6 In the event of the membership of the Committee falling below the minimum of seven members, then the Committee may co‐opt more members to the Committee to act as full Committee members until the next General meeting.

8. Election of the Committee 

The Committee shall be elected by a simple majority ballot at the Annual General Meeting. The Committee shall hold office until the next Annual General meeting when they shall retire but shall be eligible for re‐election. No member of the committee shall sit on the committee for a period of more than 9 consecutive years. 

9. Procedures at General Meetings 

 9.1 Annual General Meeting. 

The Annual General Meeting of the Chamber is to be held not later than 3 months following the end of each financial year. The following reports shall be presented to Members attending the meeting; 

a) Receiving and if thought fit, adopting the Minutes of the previous Annual General meeting or Extraordinary General meeting that has been held during the year; 

b) Receiving the Chairperson’s Annual Report on the work of the Committee; 

c) Receiving the statement of accounts and Honorary Treasurer’s report for the year and approved by the outgoing Committee and appointed Auditors (only if legally required) 

d) The election of office bearers and Committee for the ensuing year; 

e) The appointment of a firm of auditors (only if legally required) of the Chamber; 

and 

f) Dealing with any other business of which it has been given notice of at least 14 days before the meeting.

9.2 Notice of General Meetings 

A notice of meetings of the Chamber must state the business of the meeting, and notice must be given at least 14 days prior to the meeting, to all Members entitled to attend a general meeting. 

9.3 Quorum for a General Meeting 

No business shall be transacted at a general meeting of the Chamber unless a quorum is present. A quorum shall be ten members or 10% of the membership, whichever is greater.

9.4 Chair 

The Chairperson or in their absence, a Vice Chairperson will be the Chair of all General Meetings or in their absence the meeting will elect the Chair of that meeting. 

9.5 Voting 

Voting at all General Meetings will be done by a show of hands. But a proposer and seconder or any two Members may request a vote to be recorded by ballot of the Chamber. Only paid up Members on the date of the General Meeting shall be entitled to vote at General Meetings. 

9.6 Decisions 

Except where otherwise required by this Rules of Operation, decisions of the Chamber at a General Meeting will be passed by a majority of Members present and voting. In the event of an equality of votes, the Chair of a meeting will have a casting vote as well as a deliberate vote.  

9.7 Extraordinary General Meetings 

A General Meeting of the Chamber other than an Annual General Meeting shall be an Extraordinary General Meeting. The Committee may whenever it deems appropriate, and the Chairperson will upon requisition of the committee or a minimum of 10% of members of the Chamber, convene an Extraordinary General Meeting of the Chamber. The requisition must: 

(a) be in writing; 

(b) state the objects for which the meeting is being called; and 

(c) notice must be given by circular to all Members of the Chamber entitled to attend at least 14 days prior to the meeting. 

(d) only the business for which the meeting is convened may be transacted. 

(e) the rules and procedures for the meeting that be those of General meetings. 

(f) Meeting shall then be convened by the Honorary Secretary, for a date not less than 14 days and not more than 15 days after lodgment of the requisition. 

9.8 Notices 

 Any notice given under these Rules is deemed to be duly given if: 

(a) it is handed to the person to whom the notice is to be given personally; or 

(b) it is left at the address appearing in the Chamber’s Register of Members; or 

(c) it is posted to the Member in a prepaid envelope addressed to that member; or 

(d) it is sent to the email address appearing in the Chamber’s Register of Members.

10. Alteration of Rules of Operation 

This Rules of Operation may at any time be altered in a manner resolved by a 75% of Members present and voting at the Annual General Meeting or at an Extraordinary General Meeting of the Chamber convened for that purpose. The intention to propose an amendment and full details thereof shall be included in the Notice convening the Meeting.

11. Elections 

11.1 Elections for Chairperson, Vice Chairperson, Honorary Secretary, Honorary Treasurer and Committee Members will take place at the Annual General Meeting of the Chamber. 

11.2 A candidate for election must be a Member of the Chamber in the Year of the Annual General Meeting. To be eligible to become the Chairperson, or Vice Chairperson a person must have been a Member of the Chamber in the financial year immediately preceding the Annual General Meeting and in the financial year of the Annual General Meeting. 

11.3 A candidate for election must be nominated in writing by one Member of the Chamber and seconded by another (neither of whom are to be the nominated person). The nomination papers must contain the candidate’s signed consent to the nomination and be lodged with the Chairperson of the Chamber at least seven days before the day of the election. 

11.4 If the number of candidates is equal to the number of vacancies, the Chair of the Annual General Meeting will declare the candidates duly elected. 

11.5 If the number of candidates is less than the number of vacancies, the Chair of the Annual General Meeting will declare the candidates duly elected. As soon as it is convenient after the meeting, the Committee in office at the time will fill the remaining vacancy or vacancies pursuant to the power vested in them by Rule 7.6. 

11.6 If the number of candidates nominated exceeds the number of vacancies to be filled, an election by ballot will be conducted. 

11.7 Any candidate may withdraw their nomination any time by notifying the Committee in writing.

12.Chairperson 

12.1 Subject to 12.2, a person cannot hold the office of Chairperson for more than two consecutive years. After a two year term, the Chairperson must retire from office and will not be eligible for re‐election as Chairperson for three years; 

12.2 Members may resolve by a resolution passed by a two third majority of members present at a general meeting, that the same person can (subject to re‐election) hold office as Chairperson for a further one successive year. 

12.3 The nomination of candidates to be considered for election of the outgoing Chairperson or Vice Chairperson shall be agreed to by a majority vote of the Committee prior to being submitted to a General Meeting and in accordance with articles 11 of the Rules of Operation.

13.Procedures of Committee meetings

13.1 Monthly and Special meetings 

The Committee will, unless otherwise determined by the Chamber in a General meeting, meet once every month, but a period of not more than two months shall elapse between meetings. Special meetings of the Committee may be convened by the Chairperson or a Vice Chairperson, or by any other six Members of the Committee. 

13.2 Notice of Meeting 

Notice of a meeting of the Committee, stating the business of the meeting must be given by the Honorary Secretary to each Member of the Committee at least three days prior to the meeting or by way of a fixed schedule of meetings. 

13.3 Chair of Meetings 

The Chairperson, or in their absence, a Vice Chairperson, shall be the Chair of all meetings of the Committee, or in their absence, the Committee may elect a Member to chair the meeting. 

13.4 Quorum 

No business will be transacted at any Committee meeting unless a quorum of Committee members is present at the time when the meeting proceeds to business. Unless otherwise determined by the Committee, five Members of the Committee constitutes a quorum. 

13.5 All executive decisions affecting the day to day running of the chamber or the interests of its members must be agreed to by the prescribed quorum of officers present at a committee meeting. Decisions of the Committee shall be reached by a simple majority vote. All Members of the Committee shall have a vote including the Chairperson and in the event of a tie the Chairperson shall have the casting vote.

14. Duties of Committee Members 

14.1 The Chairperson shall preside at the General Meetings of the Chamber and at all meetings of the Committee. He shall be responsible for the orderly conduct of the meetings. 

14.2 The Vice‐Chairperson, in the absence of the Chairperson, shall have the same duties as the Chairperson  

14.3 The Honorary Secretary shall, subject to the instructions of the Committee, be responsible for the correspondence of the Chamber, the issuing of notices to Members and for such other duties as the Committee shall from time to time determine. He or she shall be responsible for the proper and accurate recording of the Minutes of all General and Committee meetings. Any such Minutes of any Meetings of the Committee, Special Sub Committee or General Meetings if accepted by the Committee or Special Sub Committee or Attendants at a General Meeting shall be receivable as prima facie evidence of the matters stated in such Minutes. 

14.4 The Honorary Treasurer shall; 

a) Keep a proper account of the Receipts, Payments and Financial Affairs of the Chamber 

b) Receive all monies which from time to time may be payable to the Chamber and pay and discharge all debts and liabilities of the Chamber. 

c) Lodge all monies to an Account in the name of the Chamber, at such Bank or Banks as the Committee shall from time to time direct, except that he may retain an amount not exceeding €150 as Petty Cash. 

d) In addition to any ongoing budgeted expenditures, the treasurer is permitted to authorize what he deems necessary, any or all miscellaneous payments of up €5,000 without prior approval of the committee. Any amounts exceeding €5,000 will require pre authorization by a majority vote of the committee. 

e) Furnish to the Committee and Auditor (only if legally required) a Financial Statement for the year, with all relevant Books of Account, and Receipts for payment. 

14.5 The Honorary Treasurer shall place before each Annual General Meeting a statement of the Income and Expenditure for the financial year together with the bank balance at the end of the financial year immediately preceding the Annual General Meeting and a budget outlining anticipated income and expenditure for the current financial year just ended, all duly audited (only if legally required) and approved by the Committee. 

14.6 The Committee may nominate and elect someone from within the Committee to also sit on the Board of Directors for the Future of Kinsale Co Operative. (FOK) This nomination will take place on an annual basis.

15.Powers of the Committee  

15.1The Committee is empowered to do all things required for the management of the Chamber and for the furtherance of the Chamber’s objects, except those things, which, according to this Rules of Operation must be done by the Chamber in General Meetings. 

 15.2 All decisions of the Committee may be agreed (subject to a quorum being present) by a simple majority of those present. In the case of a tie, the Chairperson shall have the casting vote. 

 15.3 The Committee may enter into contracts on behalf of the Chamber that it deems advisable and at all times may dispose of funds of the Chamber that it deems to be in the best interest of and for carrying out the objects of the Chamber. 

 15.4 The Committee shall raise money from Members for the purposes of the Chamber. 

 15.5 The Committee conduct bank accounts that are deemed necessary by the Chamber. 

 15.6 To subscribe money for charitable or benevolent objects or for any public, general or useful objects. 

 15.7 To engage professional assistance of any kind and remunerate any person for services rendered or to be rendered in or about the formation, reconstruction or promotion of the Chamber or the conduct of its affairs. Where possible, the Chamber will attempt to source any such services from individuals or businesses within its membership list or other local businesses. Any such position, contract or service must first be advertised through the Chamber ezine, website and local press.  All such appointments must have a detailed job description or tender document clearly describing the objects of the Chamber. Appointments can not be made unless agreed to by a majority vote of the committee. Any company or individual who is subsequently employed or contractually engaged by the Chamber shall be issued with a contract of engagement. The company or individual must sign and adhere to the terms contained in the Chambers contract of engagement before any services can be provided. 

15. 8 To print and publish electronically or non‐electronically, all or any of newspapers, periodicals, pamphlets, circulars, bulletins, web pages or newsletters. To use or cause to be used, any form of media, radio or television, e‐mail, or facsimile to promote to the town or to Members any of the objects of the Chamber.

15. 9 To maintain a register of all business eligible for Membership and to ensure that all data is stored in accordance with GDPR guidelines.

15.10 To promote, undertake and carry out research and any type of investigation with respect to industrial, commercial, economic, fiscal, social, education, legal, environmental or any other matters thought necessary or desirable in the promotion of the objects of the Chamber.

15. 11 To enter into any arrangement with any Government or Authority that is incidental or conducive to the attainment of the objects and the exercise of the powers of the Chamber.

15. 12 To obtain from any such Government or Authority any rights, privileges, grants and concessions which the Chamber may think it desirable to obtain and to carry out, exercise and comply with such arrangements, rights, privileges and concessions.

15.13 To do all such other things in pursuit of the objects of the Chamber as may be deemed necessary or desirable.

15.14 The Committee may refer questions of general importance to the Members at a General Meeting. Such matters of importance will include but not necessarily be limited to: 

(a) To borrow sums in excess of €5,000

(b) To purchase, mortgage, take on lease or in exchange, hire, or otherwise acquire for the purpose of the Chamber any real estate.

(c) To sell, lease, dispose of any real estate property of the Chamber 

(d) To amalgamate, affiliate or co‐operate with any institution, society or association having objects similar to those of the Chamber;

15.15 Outside of Committee meetings the Chairperson has the power to make executive decisions concerning what the Committee deems to be smaller issues relating to the administrative day to day running of the Chamber. Any such administrative decisions must however be made by prior consultation and consent from at least two other committee members including either the vice Chairperson, Honorary Secretary, or Honorary Treasurer.

16. Financial Affairs. 

16.1 The Financial year of the Chamber shall be deemed to commence on the 1st day of January and to end on 31st day of December of the same calendar year. 

16.2 The finances of the Chamber shall be subject to the control and direction of the Committee and they shall cause to be kept full and proper accounts of the sum of money received and expended by the Chamber and the matter in respect of which such receipts and expenditure take place and of all credits and liabilities of the Chamber and shall prepare and submit to the Annual General Meeting a Statement of income and expenditure, assets and liabilities of the Chamber for the previous year, which has been audited by the Auditor (only if legally required). 

16.3 The Honorary Treasurer shall prepare and the Committee shall approve the annual budget. 

16.4 All cheques, withdrawal vouchers, Electronic Fund transfers  or other orders for payment drawn on the Chamber’s Bank Accounts shall be signed by any two of the following: Chairperson, Vice‐Chairperson, Honorary Treasurer, Honorary Secretary and one other Committee Member. 

16.5 The Committee may borrow or incur liabilities on behalf of and in the name of the Chamber up to a sum or sums not exceeding €5,000 Euros in all. Borrowing in excess of €5,000 Euros shall not be made without the prior approval of the Chamber in a General Meeting. Such approval shall require a two‐thirds majority of the Members present and voting. The Committee will be personally liable for any borrowing or liabilities in excess of €5,000 Euros not approved by a General Meeting in the above manner. 

16.6 Any expense or capital expenditure outside the budget must be approved by the Committee. 

16.7 The Honorary Treasurer will be responsible to the Committee for keeping a correct and up to date record with full details of all receipts and expenditure connected with the work of the Chamber. 

16.8 The Honorary Treasurer will present to each meeting of the Committee, a true and correct financial statement. 

16.9 The financial statement, or summary of the financial statement, will form a part of the minutes of the meeting at which it is presented. 

16.10 The accounts of the Chamber may be published from time to time as the Committee determines or otherwise made available to Members. 

16.11 The Audited Financial Statements (only if legally required) shall be considered by the Committee prior to its submission to the Annual General Meeting.

17. Special Sub Committees 

17.1 Special Sub Committees may be appointed by the Committee in connection with any of the matters in which the Chamber is interested. The Chairperson, Vice ‐ Chairperson and the Honorary Secretary of the Chamber shall be ex‐officio members of all Special Sub Committees with full voting powers. 

17.2 Unless and until acts, orders or resolutions of a Special Sub Committee are ratified by the main Committee they shall have no force. 

17.3 The Committee shall appoint the Chairperson of the Special Sub Committee who shall be a Member of the Chamber. 

17.4 The Special Sub Committee shall consist of no more than five Special Sub Committee members, not including the Chamber Chairperson, Vice‐Chairperson and Honorary Secretary, who may be appointed by the Chairperson of the Special Sub Committee in agreement with the Committee of the Chamber. 

17.5 No Special Sub Committee may operate a Bank account, although the Committee may open a Bank account for the purposes of the Special Sub Committee. Any such account must have as authorised signatories the same persons nominated to act in this manner in section 15.4. 

17.6 A quorum shall be three members of the Special Sub Committee. 

17.7 Decisions of the Special Sub Committee shall be reached by a simple majority vote. All Members of the Special Sub Committee shall have a vote including the Chamber Chairperson, Vice‐Chairperson and the Honorary Secretary. In the event of a tie the Chairperson shall have the casting vote. Each Special Sub Committee will be responsible for recording the minutes of each meeting.

18.Ownership 

 All property of whatever kind belonging to the Chamber will be vested in it. The Chamber will have custody of all deeds and documents of title relating to the property.

19.Income and Property 

 The income and property of the Chamber will be applied solely towards the promotion of the objects of the Chamber. No portion of the income or property will be paid, transferred or distributed directly, or indirectly to the Members of the Chamber by way of dividend, bonus, or otherwise by way of pecuniary profits to the Members. Payments made in good faith of remuneration to any officers or employees of the Chamber or to any person in return for services rendered to the Chamber, are not affected by this rule.

20.Dissolution 

The Chamber shall not be dissolved except with the consent of three quarters of the Members present and voting at a Special General Meeting convened for that purpose. On the dissolution of the Chamber, the Assets of the Chamber shall be applied first in the discharge of its Debts and Liabilities. Any surplus then remaining shall not be divisible among the Members but shall be disposed to a registered Charity. 

21. Custody of Books, records etc. 

Except as otherwise provided by these Rules, the Chairperson shall keep in his or her custody or under his or her control all records, books and other documents relating to the Chamber. Such records shall include but not necessarily be limited to, agreements entered into by the Chairperson and/or Committee and /or Sub Committee, financial records, minutes of meetings, and records of decisions made at committee meetings and by subcommittees in the term of the Chairperson. Following the election of a new Chairperson the outgoing Chairperson will formally handover to the incoming Chairperson all records, books and other documents relating to the Chamber.  These are the Rules of the Kinsale Chamber of Tourism & Business as adopted at an Annual General Meeting of the Association on …………… 2021 

 

Chairperson:                                Honorary Secretary:

Date: