Constitution

OF
ESB Retired Staff Association

June 2013 Amended(1) June 2016

CONSTITUTION
OF
ESB Retired Staff Association
June 2013
Amended(1) June 2016

1. Name, Status and Objectives of RSA

2. Membership, Subscriptions and Management

3. Branch Structure and Committees

4. National Executive Committee

5. Roles of Officers

6. General Purposes Committee

7. Audit

8. Amendments and Alterations

1. Name, Status and Objectives of RSA

1. The name of this organisation shall be known as the ESB Retired Staff Association, hereinafter referred to as “The Association” and commonly known as R.S.A.

2. ‘The ‘Place of Meeting’ may be any or such place as decided by the Executive Committee or Branch Committees as appropriate.

3. The aim of the Association is to represent its members, promote their welfare and provide opportunities for social interaction.
4. The Association will endeavour to represent the best interests of all its members in matters relating to the ESB Defined Benefit Pension Scheme and in its dealings with the other stakeholders in the Scheme.

5. The Association will at all times act to protect the pension income and all other general benefits accruing to its members. (This will include items such as MPF, Credit Union, ESOP and Household Benefits Package).

6. The Association will monitor all matters relating to pensions and all other benefits, within ESB as well as any external developments or proposals, that may affect the pensions and expectations of retired staff

7. The Association will affiliate and cooperate with the appropriate national organisations in order to further its aims and objectives.

8. The Association will take any steps necessary to publish and spread its aims and philosophy by such means and in such manner as it shall deem fit, including print and other forms of electronic media.

2. Membership, Subscriptions and Management.

1. The membership of the Association shall be open to all ESB retired and VS staff and surviving spouses

2. The business and affairs of the Association shall be managed by local Branch Committees, a National Executive Committee (NEC) and a subsidiary General Purpose Committee (GPC).

3. The Association shall be funded by members’ subscriptions and when an eligible person applies for membership of the Association, he/she shall undertake to pay the appropriate subscription decided by his/her local Branch. Such application must be made on the official application form authorising deduction at source and deductions shall be made weekly, fortnightly or monthly as appropriate

4. The National Executive of the Association (NEC) shall receive an agreed amount annually based on Branch numbers from each Branch committee to defray cost of meetings, postage, stationery etc. All monies received shall be lodged in a bank or credit union account in the name of the Association.

5. By joining the Association, members are giving it the authority to represent them in all matters related to their pension and all other benefits.

3. Branch Structure and Committees

1. The number of Branches shall be based on geographic location subject to NEC approval. Members resident in those locations should form a branch as designated by the NEC and elect a committee at an Annual General Meeting (AGM). Conflict over boundaries will be referred to NEC for adjudication . Members who change residence, may, if they wish, retain membership of their original branch.

2. The committee shall at least consist of a Chairman, Hon. Secretary and Hon. Treasurer. The Branch committee shall also consist of a number of members to be decided locally and shall have the power to co-opt and to fill vacancies, as necessary, during the year. Branches may appoint additional officers to meet their own requirements.

3. Notice of the AGM shall be given at least 14 clear days prior thereto, by post, email or other satisfactory means.

4. Resolutions for the AGM shall be notified in writing to the Hon. Secretary at least 7 days prior to the AGM.

5. Resolutions not notified to the Hon. Secretary in advance of the AGM may only be put to the meeting on the day of the AGM provided they are proposed and seconded and passed by a majority of the members in attendance at the AGM.

6. The Hon. Secretary of the local Branch committee shall notify to the Hon. Secretary of the NEC all the names and offices of its elected officers.

7. The local Branch committee shall appoint a delegate or delegates to the NEC for the coming year, depending on the number designated by the NEC . Substitute delegate or delegates should also be appointed to NEC for the coming year. In the event of the delegate(s) or nominated substitute(s) being unable to attend a meeting of the NEC, the Branch committee shall nominate substitute(s) to attend that meeting of the NEC. The name of the substitute(s) shall be notified to the Hon. Secretary of the NEC in advance of the meeting. Branches should consider rotation of delegates in order to get more members involved at NEC level.

8. Ordinary meetings of the Branch committees shall be held on such dates as may be found convenient for the transaction of business upon at least 3 days notice being given by the Chairman. The Branch Committee should endeavour to hold as many meetings as possible to suit local needs. A quorum shall consist of half the membership. The Chairman shall preside over the meeting and shall have a casting vote in the event of a tie.

9. A request may be made to the Chairman by no less than a quorum of the committee for a special meeting of the committee, stating the nature of the business to be transacted. If the Chairman neglects or refuses to call such a meeting within 7 days, the meeting may be convened by notice given by a quorum of the committee.

10. Extraordinary General Meetings may be called at any time by direction of the Branch committee or at the request of at least 10% of the Branch membership. At any meeting of members, if a majority present wish any motion under discussion to be put to vote by ballot, this mode of voting shall be adopted.

4. National Executive Committee

1. The National Executive Committee, hereinafter referred to as the NEC, shall consist of a delegate or delegates nominated by Local Branch Committees at their AGM. A Branch shall appoint no more than two of its members to the NEC. An exception to this will be Head Office and Dublin Region Branches who may each appoint up to five delegates.

2. The NEC shall hold its AGM in the month of June each year and shall elect officers i.e. Chairman, Hon. Secretary, Vice Chairman/Asst Secretary and a Treasurer. Nominations for these four officer positions shall be proposed by branches in writing to the Hon. Secretary at least 14 days before the AGM. If there is more than one candidate for any position an election will take place at the AGM. The candidate with the highest number of votes will be appointed to the position. The NEC may appoint any other officers considered necessary.

3. The NEC shall remain in office for a period of one year. Should a delegate vacancy or vacancies arise during the year, the Branch Committee which appointed the vacating delegate may appoint a replacement for the remainder of the year.

4. Should any of the NEC officer positions become vacant during the year, the position will be filled by the NEC at the next meeting. Delegates should be made aware of the vacancy prior to the meeting so that due consideration can be given to the appointment of a replacement officer.
If an election is necessary, the candidate with the highest number of votes will be appointed. Delegates will have the option of co-opting an existing GPC member or other delegate to fill the position. Nominees for any NEC Officer or GPC position who are not present at an NEC meeting at which an Officer or GPC position will be appointed, must indicate in writing to the Hon. Secretary that they accept the nomination.

5. Notice of the AGM shall be given to Branch Secretaries and Delegates at least 21 clear days prior thereto, by post email or other satisfactory means. The agenda for the AGM and minutes of the previous AGM shall be circulated along with the notice of the meeting

6. Resolutions for the AGM shall be notified in writing to the Hon. Secretary at least 14 days prior to the AGM. The proposed resolutions shall have been circulated to all delegates at least 7 days before the Annual General Meeting. Resolutions not submitted in accordance with the above, cannot be put to the meeting on the day of the AGM.

7. Ordinary meetings of the NEC shall be held every quarter on such dates as may be found convenient for the transaction of business upon at least 7 days notice being given by the Hon. Secretary. A quorum shall consist of half the membership of the committee. The minutes of the previous meeting shall be circulated to all delegates at least 7 days prior to the meeting. The Chairman shall preside over the meeting and shall have a casting vote in the event of a tie.

8. A request may be made to the Chairman by no less than a quorum of the NEC for a special meeting of the committee, stating the nature of the business to be transacted. If the Chairman neglects or refuse to call such a meeting within 7 days, the meeting may be convened by notice given by a quorum of the NEC.

9. Extraordinary General Meetings of the NEC may be called at any time by direction of the entire NEC, or a quorum of the NEC or at the request of at least 10% of the General membership of the Branches. At any meeting of members, if a majority present wish any motion under discussion to be put to vote by ballot, this mode of voting shall be adopted.

10. The NEC shall review and fix the contribution to be paid each year by each Branch based on number of members contributing through deduction at source. Branch subscriptions for each calendar year should be paid by the end of the first quarter (31st March ) of that calendar year.

11. A record of all NEC members names and addresses by Branch, and
updated annually, shall be held centrally by NEC/ GPC. The use of
these details shall be restricted to RSA business.
12 Disciplinary measures including censure, suspension and removal from office are a function reserved to the NEC. Any disciplinary action with the exception of removal from office will require a majority vote of NEC members. Removal from office of an officer or delegate will require a two-thirds majority of delegates present and voting at an NEC meeting. Any person suffering disciplinary action may appeal to have the case re-opened if new evidence becomes available.

5. Roles of NEC Officers

Secretary

• The Secretary is the chief administrative officer with functions as follows:
• Prepare minutes and notices for all GPC and NEC meetings.
• Notice and agenda for meetings together with minutes of previous meeting shall be circulated at least 7 days prior to each meeting.
• Carrying out the instructions of the Chairman and the Annual General Meeting.
• Deal with all correspondence with approval of GPC/NEC
• Maintain accurate and up to date membership records
• Make the necessary preparations for elections and record the voting process.
• Report to the Annual General Meeting.
• In the absence of the Secretary the Assistant Secretary shall carry out these functions. If the Secretary or Asst. Secretary is not in attendance then a member of the committee shall be appointed to act as Secretary for that meeting

Chairman

• The Chairman shall preside over all meetings of the GPC and NEC.
• The Chairman shall be responsible for reviewing and signing minutes, signing cheques, and ensuring all members of the NEC abide by the provisions of the constitution.
• Report to the Annual General Meeting.
• The Vice Chairman shall have all the powers of the Chairman in his absence.

Treasurer

• The Treasurer is the custodian of the Association’s funds.
• Control the finances of the Association and shall deposit all funds in a recognised Bank or St. Patrick’s Credit Union (ESB Staff) Ltd. in the name of the Association.
• Pay all bills accruing within a reasonable time as instructed by the GPC/NEC.
• Sign all cheques which shall be countersigned by the Chairman, Hon. Secretary or Vice Chairman.
• Keep an itemized account of receipts and disbursements and shall make a report at every committee meeting on the status of the bank account/Credit Union accounts. He/she is responsible for preparing the Annual Accounts in a timely fashion and ensuring that they are presented to the (approved) Auditors for the annual Audit. He/she is responsible for submitting all papers, accounts and documents to the auditors for the yearly audit.
• He/she is responsible for ensuring that the Audited Annual Accounts are available for circulation in advance of the NEC AGM.
• The Treasurer shall report to the Annual General Meeting

6. General Purposes Committee

• The AGM of the NEC shall also elect a General Purposes Committee (GPC)
• The Chairman, Hon. Secretary, Vice Chairman/Asst Secretary, and the Treasurer shall automatically be deemed elected to the GPC at the AGM. A maximum of 5 committee members shall also be elected to the GPC. If more than 5 are nominated, a vote shall be held at the AGM to elect the 5 GPC members. Candidates with the highest number of votes will be appointed. Should a GPC position become vacant during the year, the position will be offered to the candidate unsuccessful at the AGM with the next highest number of votes.

• The GPC shall meet usually every month, but may meet more often by arrangement to deal with urgent matters at short notice if the situation demands it.

• The GPC shall be subject to decisions made by the NEC but in special circumstances, where speed of action is required and the interests of the members are at risk, the GPC may act on it’s own initiative and advise the NEC of any such action taken.

• The NEC or the GPC, on instructions of the NEC, shall engage in negotiations or discussions with the appropriate authorities to protect the interests of retired and VS members at all times. They shall keep the Branches informed of the progress of any negotiations or discussions at all times.

• The GPC shall be empowered to obtain legal, financial or actuarial advice, particularly with regard to pension matters in order to protect members interests. They shall report to NEC at all times on progress in any such dealings with professionals and any expenditure for advice shall be approved by NEC.

• The GPC may invite observers to attend its meetings. Such observers will be chosen by the GPC from existing NEC delegates and may participate fully at all GPC meetings with the exception that they will not have voting rights. Observers may not exceed more than two in number at any time.

7. Audit

There shall be an annual Audit of Branch and NEC Accounts. Such Audit shall take place at a time so that a report can be made to the Annual General Meeting. The Audit shall be done either by a qualified Accountant, or someone with accounting experience and qualifications that satisfies the Branch Committee or NEC as appropriate. For the purposes of such audit the financial year should run from January 1st – December 31st.

8. Amendments and Alteration

1. No articles of the constitution of this Association may be amended or altered, or new articles inserted except on a vote of the voting members present at an AGM of the NEC and such vote shall require a two thirds majority.

2. The proposed amendments shall have been received in writing by the Secretary at least 21 days prior to the Annual General Meeting or Special General Meeting.

3. The proposed amendments shall have been circulated to members at least 7 days before the Annual General Meeting or such Special General Meeting.

4. Any changes to the constitution will become effective from the date
immediately following the AGM at which they were passed.

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