Amendments to Articles, 2014 AGM

Amendments to Articles of Association of The Humanist Association of Ireland Limited adopted by special resolution at the company’s AGM on 2nd November, 2014 .

These amendments are still awaiting approval by the Revenue Commissioners after which the Articles will be retyped.

It was proposed and agreed that Article 40(ii) should be deleted in its entirety.

It was proposed and agreed that the wording of Article 58 be amended to read as follows:

58 (a). At any general meeting a resolution put to the vote of the meeting for the election or reelection of a Director shall be decided by poll. The polling papers shall be available for inspection only by the persons appointed for the purpose of conducting a poll, those persons being the Chairperson of the meeting at which the poll is conducted and the Company Secretary. 58(b). Any other resolution shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded: (i). By the Chairperson, or (ii). By at least three members present in person, or (iii) By any member or members present in person and representing not less than one tenth of the total voting rights of all the members having the right to vote at the meeting. Unless a poll is so demanded a declaration by the Chairperson that a resolution has, on a show of hands, been carried or carried unanimously or by a particular majority or lost and an entry to that effect in the book containing the minutes of proceedings of the Company shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. The demand for a poll may be withdrawn.
It was proposed and agreed that existing Articles 59, 60 and 61be replaced by the following:

59(a). Directors, save for those referred to in paragraph (d) below, shall hold office for a period expiring at the third Annual General Meeting after their appointment whereupon they shall automatically retire.

59(b). A Director so retiring shall be eligible for re-election at that Annual General Meeting. If reelected, the Director shall hold office for a further period expiring at the third Annual General Meeting after his or her re-election.

59(c). At the end of the further period of office the Director shall automatically retire and shall not be eligible for re-election then or at any time thereafter.

59(d). The Directors in office at the date of the resolution adopting these Articles (the “Adoption Date”) who have held office for three years or more in aggregate (whether consecutively or not) shall retire at the Annual General Meeting on the Adoption Date and be subject to the rules regarding eligibility of retiring Directors for re-election set out in paragraphs (b) and (c) above. The Directors in office at the Adoption Date who have held office for less than three years in aggregate shall continue to hold office until the third Annual General Meeting after the Annual General Meeting at which they were first elected whereupon they shall retire and be subject to the rules regarding eligibility of retiring Directors for re-election set out in paragraphs (b) and (c) above.