Voting Rights for Members

The option to become a Voting Members is open to all persons with Down syndrome and their Close Relatives. Each person with Down syndrome is allocated two votes and can nominate up to to two Voting Members. Voting Member 1 and Voting Member 2

“Close Relative” means

(a) a spouse, civil partner, or cohabitant,

(b) a child, son–in-law or daughter- in- law,

(c) a parent, step parent, mother-in-law or father- in-law

(d) a brother, sister, stepbrother, stepsister, brother-in-law or sister-in-law,

(e) a grandparent or grandchild

(f) an aunt or uncle

(g) a nephew or niece or

(h) a Guardian

Voting Members are entitled to notice of, and to attend and vote at, general meetings of Down Syndrome Ireland.

Voting Members shall be:

  • In the case of a child with Down syndrome, two Close Relatives
  • In the case of an adult with Down syndrome who does not wish to be registered as a Voting Member, two Close Relatives
  • In the case of an adult with Down syndrome who wishes to be registered as a Voting Member, the adult with Down syndrome, and one Close Relative
  • In the case of a person with Down syndrome, whether a child or otherwise, who has died, two Close Relatives 
 

Appointment and Replacement of Voting Members

Those persons who shall be admitted to voting membership in accordance with the provisions of this Constitution, and whose names are entered in the register of Voting Members, shall be the Voting Members.

The Voting Members shall be:
Either:
(A) In the case of a child with Down syndrome, two Close Relatives of each child with Down syndrome, each such person having:
(1) applied for voting membership of the Company; and
(2) been admitted to the voting membership by the Directors, subject to the criteria defined by the Directors from time to time; and
(3) an annual voting membership subscription which is paid up to date in accordance with the rules in Article 2.4 of The Articles of Association.

Or:

(B) In the case of an adult with Down syndrome who does not wish to be registered as a Voting Member in their own right, two Close Relatives of each adult with Down syndrome, each such person having:
(1) applied for voting membership of the Company; and
(2) been admitted to the voting membership by the Directors, subject to the criteria defined by the Directors from time to time; and
(3) an annual voting membership subscription which is paid up to date in accordance with the rules in Article 2.4 of The Articles of Association.

Or:

(C) In the case of an adult with Down syndrome who wishes to be registered as a Voting Member in their own right, the adult with Down syndrome, and one Close Relative of the adult with Down syndrome, each such person having:
(1) applied for voting membership of the Company; and
(2) been admitted to the voting membership by the Directors, subject to the criteria defined by the Directors from time to time; and
(3) an annual voting membership subscription which is paid up to date in accordance with the rules in Article 2.4 of The Articles of Association.

Or:

(D) In the case of a person with Down syndrome, whether a child or otherwise, who has died, two Close Relatives of each person who had Down syndrome, each such person having:
(1) applied for voting membership of the Company; and
(2) been admitted to the voting membership by the Directors, subject to the criteria defined by the Directors from time to time; and
(3) an annual voting membership subscription which is paid up to date in accordance with the rules in Article 2.4 of The Articles of Association.

In the manner described above, whatever individual category a given family falls into, the objective is that two individuals in the family unit are eligible to becoming Voting Members. Additional Close Relatives of the person with Down syndrome can participate more broadly in the Company by becoming a Member as set out in Article 2.5 of The Articles of Association. In this way a person will either be a Voting Member of the Company or a Member of the Company (but not both).

A Voting Member may resign their voting membership by serving notice to that effect upon the Secretary at the registered office of the Company or to the Secretary’s email address, such resignation to take effect no earlier than the date of service of the notice of resignation.

The Board may require a Voting Member to resign their voting membership by serving notice upon the Voting Member terminating their voting membership. The Board shall not exercise this power without first giving the Voting Member the opportunity to present their case before it for consideration. The Board shall consider any such representations before reaching its determination. The Board shall only take a decision to terminate Voting Membership where it regards this as being in the best interests of the Company. The decision of the Board shall be final and such termination shall take effect no earlier than the date of service of the notice of termination. An equivalent process to that described above may
also be applied to a Member.

The death of, or bankruptcy of, a Voting Member shall terminate his membership with immediate effect.

In the event of the death or bankruptcy of a Voting Member, or the illness or incapacity of a Voting Member which results in the Voting Member no longer being capable of holding voting membership, a replacement Voting Member may be appointed following the procedures set out in Article 2.2.2 in The Articles of Association

Any person meeting the criteria set out in Article 2.2.2 in The Articles of Association may apply forthwith to become a Voting Member.

Voting Members’ Rights and Obligations

Each Voting Member shall use his reasonable endeavours to promote the objects and the interests of the Company and shall observe all of the Company’s regulations affecting him contained in, or effective pursuant to, this Constitution or the Act.

The rights of each Voting Member shall be personal to him and shall not be transferable, transmissible or chargeable by his own act, by operation of law or otherwise, save as provided by Article 2.2.7 in The Articles of Association.

A register shall be kept by the Company containing the names and addresses of all the Voting Members, together with such particulars as may be required by the Act.

Save as provided by these Articles, each Voting Member shall be entitled to notice of, and to attend and vote at, general meetings of the Company.

Voting Members’ annual subscription

The annual voting membership subscription shall be set by the Board from time to time and communicated to Voting Members and is payable by all Voting Members as a condition of maintaining Voting Membership.

The annual subscription payable by Voting Members shall be payable prior to issuing of membership for that Member’s first year, and thereafter shall be payable on or before 31 March annually.

Voting Membership subscriptions shall be payable to National Office.

No Voting Member shall be entitled to vote at any general meeting of the Company in a given year unless his annual voting membership subscription has been paid in on or before 31 March in that year.

Members

Members are Close Relatives who give of their time and resources on a voluntary basis to assist in the advancement of the charitable objects of the Company and who participate in the Company and its Branches. Members can also be persons with Down syndrome who are not in the Voting Membership.

Members may be invited as attendees to general meetings of the Company but are not entitled to voting rights because they are not company law members within the meaning of the Act.

The Company maintains a register of all Members.

For the avoidance of doubt, although greatly valued by the Company, Members are not company law members within the meaning of the Act.

A Member may resign their non-voting membership by serving notice to that effect upon the Secretary at the registered office of the Company or to the Secretary’s email address, such resignation to take effect no earlier than the date of service of the notice of resignation.

The death of, or bankruptcy of, a Member shall terminate his membership with immediate effect.

An annual subscription is not levied in respect of the Members.